S-1

    As filed with the Securities and Exchange Commission on December 21, 2010
                                                     Registration No. 333-______
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-1
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              PLACER DEL MAR, LTD.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                      1000
            (Primary Standard Industrial Classification Code Number)

                                   72-1600437
                        (IRS Employer Identification No.)

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

                                 Humberto Bravo
                           302 Washington Street #351
                            San Diego, CA 92103-4221
            (Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

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]

                         CALCULATION OF REGISTRATION FEE



                                                                                 
============================================================================================================
    Title of                                Proposed Maximum      Proposed Maximum
   Securities             Amount to Be       Offering Price           Aggregate             Amount of
 to be Registered          Registered         per Share (1)        Offering Price       Registration Fee (2)
- ------------------------------------------------------------------------------------------------------------
Common Stock                620,000              $0.25                $155,000                $11.05
============================================================================================================

(1)  Fixed offering price was set by the selling shareholders.
(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
================================================================================

                                   PROSPECTUS

                              Placer Del Mar, Ltd.
                           302 Washington Street #351
                               San Diego, CA 92103
                                 (775) 352-3839

                         620,000 SHARES OF COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. Placer Del Mar, Ltd. will not
receive any proceeds from the sale of shares by the selling shareholders.

Our common stock is presently not traded on any market or securities exchange.

The sales price to the public was set by the selling shareholders at $0.25 per
share for a total of $155,000. The price of $0.25 per share is a fixed price
until the shares are listed on the OTC Bulletin Board or other national
exchange, and thereafter at prevailing market prices or privately negotiated
prices.

INVESTORS IN THE COMMON STOCK SHOULD HAVE THE ABILITY TO LOSE THEIR ENTIRE
INVESTMENT SINCE AN INVESTMENT IN THE COMMON STOCK IS SPECULATIVE AND SUBJECT TO
MANY RISKS, INCLUDING THE QUESTION AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN AND OUR NEED TO RAISE OPERATING CAPITAL. SEE SECTION ENTITLED "RISK
FACTORS" ON PAGE 5.

Neither the Securities Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.

              The date of this Prospectus is: ___________________

                               TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

SUMMARY OF PROSPECTUS ......................................................   3
     General Information about Our Company .................................   3
     The Offering ..........................................................   4
FORWARD LOOKING STATEMENTS .................................................   5
RISK FACTORS ...............................................................   5
USE OF PROCEEDS ............................................................   9
DETERMINATION OF OFFERING PRICE ............................................   9
PLAN OF DISTRIBUTION .......................................................   9
DESCRIPTION OF SECURITIES ..................................................  13
INTEREST OF NAMED EXPERTS AND COUNSEL ......................................  14
DESCRIPTION OF OUR BUSINESS ................................................  14
     General Information ...................................................  16
     Competition and Competitive Position ..................................  23
     Bankruptcy or Similar Proceedings .....................................  23
     Reorganization, Purchase or Sale of Assets ............................  23
     Compliance with Government Regulation .................................  24
     Status of Any Publicly Announced New Products .........................  25
     Suppliers and Sources of Raw Materials ................................  25
     Dependence on One or a Few Major Customers ............................  25
     Patents and Trademarks ................................................  25
     Need for Any government Approval of Principal Products ................  26
     Research and Development Activities ...................................  26
     Number of Employees ...................................................  26
     Reports to Securities Holders .........................................  27
DESCRIPTION OF PROPERTY ....................................................  27
LEGAL PROCEEDINGS ..........................................................  27
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...................  27
FINANCIAL STATEMENTS .......................................................  28
PLAN OF OPERATION ..........................................................  29
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ..............................  33
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS ...............  33
EXECUTIVE COMPENSATION .....................................................  36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .............  38
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .............................  38
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION .......................  39
AVAILABLE INFORMATION ......................................................  40

                                       2

                                     SUMMARY

GENERAL INFORMATION ABOUT OUR COMPANY

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. The Placer Del Mar mining claim was filed on April 24, 2006
with the Mexican government. From the dates of June 6, 2005 through April 24,
2006, Placer Del Mar owned an option which granted Placer the right to exercise
a mining claim on the Almarez property. On April 24, 2006 Placer Del Mar
exercised its option according to the terms of the option agreement. The terms
of the option agreement were: $2,000 was paid to Mr. Almarez for the option, and
Placer was to pay Almarez 10% net smelter returns royalty for any mineralization
found on the property. On April 24, 2006 Placer Del Mar entered into a new
agreement with Almarez, which granted full ownership of the mineral rights
located on the Almarez property to Placer Del Mar subject to a 1% net smelter
returns royalty reserved in favor of Mr. Almarez for any and all minerals
extracted by Placer from the property. Almarez continues to own the land. Placer
Del Mar owns any possible mineralization on the land or beneath the surface
subject to the royalty for Almarez. On December 8, 2010, Placer Del Mar entered
into a Mineral Extraction Agreement with Roca Cantera Y Marmol, Canteras
Acabados Finos related to the extraction of only Mexican Shellstone-Limestone
("Conchuela") on the property per its rights as Operator and right to appoint a
nominee under the Mineral Rights Revenue Sharing Agreement dated April 24, 2006
between Placer Del Mar and Mr. Almarez as amended on December 8, 2010.

The principal executive offices of Placer Del Mar, Ltd. is located at 302
Washington Street #351, San Diego, CA 92103. The telephone number is (775)
352-3839.

We are an exploration stage company with no revenues. There is no assurance that
a commercially viable mineral deposit exists on the property and further
exploration will be required before a final evaluation as to the economic and
legal feasibility is determined.

Since inception through June 30, 2010 we received funding of $34,200 through the
sale of common stock. Mr. Bravo, an officer and director, purchased 1,000,000
shares of our common stock at $0.01 per share for cash of $10,000 and he
received 100,000 shares of the company's common stock valued at $10,000 ($0.10
per share) in exchange for filing a mineral claim on the company's behalf. We
offered and sold 420,000 common stock shares at $0.01 per share for cash of
$4,200 to 42 non-affiliated private investors. We offered and sold 200,000
common stock shares at $0.10 per share for cash of $20,000 to 4 non-affiliated
private investors.

Our audited and reviewed financial statements from inception (May 13, 2005)
through September 30, 2010 report a cash balance of $3,050, no revenues and a
net loss of $120,850. Our independent auditors have issued an audit opinion for

                                       3

Placer Del Mar which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.

On July 20, 2007 our Registration Statement on Form SB-2 was declared effective.
On October 3, 2008 FINRA cleared Placer Del Mar for an unpriced quotation on the
OTC Bulletin Board under the symbol PDMT. On May 20, 2009 the company filed Form
15, Notice of Suspension of Duty to File Reports. On November 13, 2010 the
company's Form 10 filed on September 14, 2010 became effective.

THE OFFERING

Securities Being Offered      Up to 620,000 shares of common stock. The
                              securities being offered are those of the existing
                              shareholders only.

Price per share               $0.25 as determined by the selling shareholders.
                              The price of $0.25 per share is a fixed price
                              until the securities are listed on the OTC
                              Bulletin Board or other national exchange, and
                              thereafter at prevailing market prices or
                              privately negotiated prices. There is no assurance
                              of when, or if, we will ever be listed on any
                              exchange.

Securities Issued
 and Outstanding              1,720,000 shares of common stock were issued and
                              outstanding as of the date of this prospectus.

Use of Proceeds               We will not receive any proceeds from the sale of
                              the common stock by the selling shareholders.

Plan of Distribution          We are unaware of the nature and timing of any
                              future sales of our common stock by existing
                              security shareholders.

Registration costs            We estimate our total offering registration costs
                              to be $5,000.

                                       4

                           FORWARD LOOKIING STATEMENTS

This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.

                                  RISK FACTORS

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

WE ARE AN EXPLORATION STAGE COMPANY IN OUR FIRST PHASE OF OUR EXPLORATION
ACTIVITIES ON OUR CLAIM, WHICH WE ESTIMATE MAY TAKE UP TO TWENTY FOUR MONTHS TO
COMPLETE. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

     We were incorporated on May 13, 2005. We have only a limited operating
     history upon which an evaluation of our future prospects can be made. Such
     prospects must be considered in light of the substantial risks, expenses
     and difficulties encountered by new entrants into the competitive mining
     industry. The mining business is, by nature, extremely speculative. Our
     ability to achieve and maintain profitability and generate a positive cash
     flow is highly dependent upon a number of factors, including our ability to
     locate profitable minerals on the property, successfully extract them and
     generate revenues, while reducing exploration costs. We expect to incur
     significant operating losses in future periods as we incur significant
     expenses associated with research, assessment and exploration of our
     mineral property. We cannot guarantee that we will be successful in
     realizing revenues or achieving or sustaining positive cash flow and if we
     are unsuccessful in addressing these risks, our business will most likely
     fail.

WE ARE INVOLVED IN THE FIRST PHASE OF OUR EXPLORATION ACTIVITIES BY HAVING
ONGOING TRENCHING DONE UNDER THE SUPERVISION OF 3 GEO GEOLOGICAL SERVICES,
HOWEVER, THERE IS THE RISK THAT THE PROPERTY DOES NOT CONTAIN ANY ORE RESERVES,
WHICH COULD LEAD TO A TOTAL LOSS OF ANY INVESTMENT IN OUR SECURITIES.

     We do not claim any known ore reserves on our properties. We are
     speculating that minerals, mainly gold, tungsten, perlite, sulfides,
     titanium, and silver may be found on the property, but there can be no
     guarantee they will be found or that if found, we can successfully extract
     or market the minerals. If the Placer Del Mar claim does not contain any

                                       5

     reserves, the funds that we spend on exploration will be lost. As well,
     problems such as unusual or unexpected formations and other conditions are
     involved in mineral exploration and often result in unsuccessful
     exploration efforts. In such a case, we would be unable to complete our
     business plan and our stockholders could lose any investment they make in
     our company's securities.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

     The search for valuable minerals involves numerous hazards. As a result, we
     may become subject to liability for such hazards, including pollution,
     cave-ins and other hazards against which we cannot insure or against which
     we may elect not to insure. The payment of such liabilities would have a
     material adverse effect on our financial position, possibly causing the
     business to fail.

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

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

OUR CONTINUED EXISTENCE AND FUTURE PROFITABILITY IS HIGHLY DEPENDENT UPON THE
PRICE OF PRECIOUS METALS AND ORES. ANY SUBSTANTIAL DROP IN THESE MARKET PRICES
COULD RESULT IN A LOSS OF REVENUES TO US, THEREBY REDUCING THE VALUE OF ANY
SECURITIES HELD BY OUR STOCKHOLDERS.

     The economic viability of our minerals exploration program will be highly
     dependent on, among many other factors, political issues and general
     economic conditions. During periods of economic downturn or slow economic
     growth, coupled with eroding consumer confidence or rising inflation, the
     price and/or sale of precious metals could be severely impacted. Such
     factors would likely have an immediate effect on our business operations
     and/or profitability. Currently, mineral values have been rising over the
     last few years, however, there is no guarantee this trend will continue. It
     may be difficult to conduct operations profitably in the mining industry in
     the future if mineral prices drop substantially.

                                       6

IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, IT COULD INCREASE OUR COSTS OF DOING BUSINESS AND PREVENT US FROM
EXPLORING FOR ORE DEPOSITS.

     There are several governmental regulations that materially restrict mineral
     claims exploration and development. Under Mexican mining law, to engage in
     certain types of exploration will require work permits, the posting of
     bonds, and the performance of remediation work for any physical disturbance
     to the land. While these current laws will not affect our current
     exploration plans, if we proceed to commence drilling operations on the
     Placer Del Mar claim, we will incur modest regulatory compliance costs. In
     addition, the legal and regulatory environment that pertains to the
     exploration of ore is uncertain and may change. Uncertainty and new
     regulations could increase our costs of doing business and prevent us from
     exploring for ore deposits. The growth of demand for ore may also be
     significantly slowed. This could delay growth in potential demand for and
     limit our ability to generate revenues. In addition to new laws and
     regulations being adopted, existing laws may be applied to mining that have
     not as yet been applied. These new laws may increase our cost of doing
     business with the result that our financial condition and operating results
     may be harmed.

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

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

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

     While we have sufficient funds to conduct initial exploration on the claim,
     we will require additional financing in order to determine whether the
     claim contains sufficient economic mineralization and to cover our
     anticipated administrative costs. We will also require additional financing
     if the costs of the exploration of the Placer Del Mar claim are greater
     than anticipated. Even after completing all proposed exploration, we will
     not know if we have a commercially viable mineral deposit. We will require
     additional financing to sustain our business if we are not successful in
     earning revenues once exploration is complete. We do not currently have any
     arrangements for financing and may not be able to find such financing if
     required. Obtaining additional financing would be subject to a number of
     factors, including the market price for the minerals, investor acceptance
     of our claim and general market conditions. These factors may make the
     timing, amount, terms or conditions of additional financing unavailable to
     us. The most likely source of future funds presently available to us is
     through the sale of equity capital. Any sale of share capital will result
     in dilution to existing shareholders. The only other anticipated

                                       7

     alternative for the financing of further exploration would be advances from
     related parties and joint venture or sale of a partial interest in the
     Placer Del Mar claim to a third party in exchange for cash or exploration
     expenditures, which is not presently contemplated. Without funding, we may
     be only partially successful or completely unsuccessful in implementing our
     business plan, and our shareholders may lose part or all of their
     investment.

OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN. OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION FOR PLACER DEL
MAR WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF OUR
BUSINESS PLAN FOR THE FUTURE IS NOT SUCCESSFUL, INVESTORS WILL LIKELY LOSE ALL
OF THEIR INVESTMENT IN OUR STOCK.

     As described in Note 3 of our accompanying financial statements, our losses
     to date and our lack of any guaranteed sources of future capital create
     substantial doubt as to our ability to continue as a going concern. If our
     business plan does not work, we could remain as a start-up company with no
     revenues, or profits.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE,
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR OUR SHAREHOLDERS TO SELL THEIR SHARES, IF AT ALL.

     In order for us to remain in compliance with SEC reporting requirements we
     will require future revenues to cover the cost of these filings, which
     could comprise a substantial portion of our available cash resources. If we
     are unable to generate sufficient revenues to remain in compliance it may
     be difficult for our shareholder to sell their shares.

MR. BRAVO BENEFICIALLY OWNS 64% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK.
IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT
ON THE PRICE OF OUR STOCK.

     Though our officer is subject to the restrictions of Rule 144 under the
     Securities Act of 1933, due to the controlling amount of his share
     ownership in our company, if he decides to sell his shares in the public
     market, the market price of our stock could decrease and all shareholders
     suffer a dilution of the value of their stock.

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

     Due to the controlling amount of his share ownership in our company, Mr.
     Bravo will have a significant influence in determining the outcome of all
     corporate transactions, including the power to prevent or cause a change in
     control. His interests may differ from the interests of the other
     stockholders and thus result in corporate decisions that are
     disadvantageous to other shareholders.

                                       8

                                 USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.

                         DETERMINATION OF OFFERING PRICE

The shareholders set the offering price of the common stock at $0.25 per share.
The shareholders arbitrarily set the offering price based upon their collective
judgment as to a price per share they were willing to accept. The price of $0.25
per share is a fixed price until the securities are listed on the OTC Bulletin
Board or other national exchange, and thereafter at prevailing market prices or
privately negotiated prices.

                              PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their common stock in one or
more transactions:

     1.   on such public markets or exchanges as the common stock may from time
          to time be trading;
     2.   in privately negotiated transactions; or
     3.   in any combination of these methods of distribution.

The sales price to the public has been determined by the shareholders to be
$0.25. The price of $0.25 per share is a fixed price until the securities are
listed on the OTC Bulletin Board or other national exchange, and thereafter at
prevailing market prices or privately negotiated prices. The shares may also be
sold in compliance with the Securities and Exchange Commission's Rule 144. Under
Rule 144, several provisions must be met with respect to the sales of control
securities at any time and sales of restricted securities held between one and
two years. The following is a summary of the provisions of Rule 144: (a) Rule
144 is available only if the issuer is current in its filings under the
Securities and Exchange Act of 1934. Such filings include, but are not limited
to, the issuer's quarterly reports and annual reports; (b) Rule 144 allows
resale of restricted and control securities after a one year hold period,
subjected to certain volume limitations, and resale by non-affiliates holders
without limitations after two years; ( c ) The sales of securities made under
Rule 144 during any three-month period are limited to the greater of: (i) 1% of
the outstanding common stock of the issuer; or (ii) the average weekly reported
trading volume in the outstanding common stock reported on all securities
exchanges during the four calendar weeks preceding the filing of the required
notice of the sale under Rule 144 with the SEC.

The selling shareholders may also sell their shares directly through market
makers acting in their capacity as broker-dealers. We are not aware of any
arrangements or agreements with any broker-dealer or underwriting firm to resell
on behalf of the selling shareholders.

                                       9

Placer Del Mar will apply to have its shares of common stock registered on the
OTC Bulletin Board. Placer Del Mar anticipates once the shares are trading on
the OTC Bulletin Board the selling shareholders will sell their shares directly
into any market created. Selling shareholders will offer their shares at a fixed
price of $0.25 per share until the common stock is trading on the OTC Bulletin
Board at which time the prices the selling shareholders will receive will be
determined by the market conditions. Selling shareholders may also sell in
private transactions. Placer Del Mar cannot predict the price at which shares
may be sold or whether the common stock will ever trade on any market. The
shares may be sold by the selling shareholders, as the case may be, from time to
time, in one or more transactions. Placer Del Mar does not intend to enter into
any arrangements with any securities dealers concerning solicitation of offers
to purchase the shares.

Commissions and discounts paid in connection with the sale of the shares by the
selling shareholders will be determined through negotiations between them and
the broker-dealers through or to which the securities are to be sold and may
vary, depending on the broker-dealers fee schedule, the size of the transaction
and other factors. The separate costs of the selling shareholders will be borne
by them. The selling shareholders will, and any broker-broker dealer or agent
that participates with the selling shareholders in the sale of the shares by
them may be deemed an "underwriter" within the meaning of the Securities Act,
and any commissions or discounts received by them and any profits on the resale
of shares purchased by them may be deemed to be underwriting commissions under
the Securities Act. In the event any selling shareholder engages a broker-dealer
to distribute its shares, and the broker-dealer is acting as underwriter, Placer
Del Mar will be required to file a post effective amendment containing the name
of the underwriter.

The selling shareholders must comply with the requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their
common stock. In particular, during times that the selling shareholders may be
deemed to be engaged in a distribution of the common stock, and therefore be
considered to be an underwriter, they must comply with applicable law.
Regulation M prohibits certain market activities by persons selling securities
in a distribution. To demonstrate their understanding of those restrictions and
others, selling shareholders will be required, prior to the release of
un-legended shares to themselves or any transferee, to represent as follows:
that they have delivered a copy of this prospectus, and if they are effecting
sales on the Electronic Bulletin Board or inter-dealer quotation system or any
electronic network, that neither they nor any affiliates or person acting on
their behalf, directly or indirectly, has engaged in any short sale of Placer
Del Mar common stock; and for a period commencing at least 5 business days
before his first sale and ending with the date of his last sale, bid for,
purchase, or attempt to induce any person to bid for or purchase Placer Del Mar
common stock.

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

The Securities and Exchange Commission Rule 15g-9 establishes the definition of
a "penny stock", for the purposes relevant to Placer Del Mar, as any equity
security that has a market price of less than $5.00 per share or with an

                                       10

exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (a)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (a) obtain financial
information and investment experience objectives of the person; and (b) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the broker/dealer relating to the penny
stock market, which, in highlight form, (a) sets forth the basis on which the
broker or dealer made the suitability determination; and (b) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Before you trade a penny stock your broker is required to tell you
the offer and the bid on the stock, and the compensation the salesperson and the
firm receive for the trade. The firm must also mail a monthly statement showing
the market value of each penny stock held in your account.

We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders. Placer Del Mar will bear costs relating to the
registration of the common stock. The costs will be paid from existing cash on
hand. In the event a shortfall of funds is experienced, Mr. Bravo has provided
us with a written agreement to loan the company sufficient funds to continue the
company's business plan Phase One exploration costs, offering costs, filing
fees, and correspondence with our shareholders in an amount of up to $6,000 per
month for the next twenty-four months (a total of $144,000), beginning in April
2010. From April 2010 to September 30, 2010 Mr. Bravo loaned the company
$21,300, leaving $122,700 available to the Company until March 2012. The
cumulative total amount of the loan at September 30, 2010 was $79,300. No amount
of funds, loaned to the Company by Mr. Bravo, has been repaid as of the date of
this filing. Placer Del Mar will use its best efforts to update the registration
statement and maintain its effectiveness for one year.

SELLING SHAREHOLDERS

The selling shareholders named in this prospectus are offering all of the
620,000 shares of common stock offered through this prospectus. These shares
were acquired from us in an offering that was exempt from registration pursuant
to Section 4(2) as amended of the Securities Act of 1933 and completed on June
30, 2005. If there are changes in the selling security holders, we will file an
amendment.

The following table provides, as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:

     1.   The number of shares owned by each prior to this offering;
     2.   The total number of shares that are to be offered for each;

                                       11

     3.   The total number of shares that will be owned by each upon completion
          of the offering;
     4.   The percentage owned by each; and
     5.   The identity of the beneficial holder of any entity that owns the
          shares.

To the best of our knowledge, the named parties in the table that follows are
the beneficial owners and have the sole voting and investment power over all
shares or rights to the shares reported. The column reporting the percentage
owned upon completion assumes that all shares offered are sold, and is
calculated based on 1,720,000 shares outstanding as of the date of this
prospectus.

                               Shares        Total of        Total      Percent
                             Owned Prior      Shares         Shares      Owned
     Name of                   To This       Offered          After       After
Selling Shareholder           Offering       For Sale       Offering    Offering
- -------------------           --------       --------       --------    --------

Ramiro Albarran                 10,000        10,000            0           0
Juan Manuel Alvarez             50,000        50,000            0           0
Robert & Jodi Collins           10,000        10,000            0           0
Anthony Davenport               10,000        10,000            0           0
Maria Diaz                      10,000        10,000            0           0
Michelle Foley                  10,000        10,000            0           0
Robert Foley                    10,000        10,000            0           0
Esperanza Garcia                10,000        10,000            0           0
Arturo Garzon                   10,000        10,000            0           0
Miriam Gonzalez                 10,000        10,000            0           0
Steve Gray                      10,000        10,000            0           0
Lucia Hernandez                 10,000        10,000            0           0
Alicia Jimenez                  10,000        10,000            0           0
Esther Lacher                   10,000        10,000            0           0
Hana Lacher                     10,000        10,000            0           0
Maria Luna                      50,000        50,000            0           0
Salvador Martinez               10,000        10,000            0           0
Elena Mendoza                   10,000        10,000            0           0
Jose Munoz                      50,000        50,000            0           0
Arturo Morales                  10,000        10,000            0           0
Raul Murillo                    10,000        10,000            0           0
Manuela Ochoa                   10,000        10,000            0           0
Jose Ortiz                      10,000        10,000            0           0
Arcelia Zumaya Perales          10,000        10,000            0           0
Yolanda Peren                   10,000        10,000            0           0
Dennis Puckett                  10,000        10,000            0           0
Minda Puckett                   10,000        10,000            0           0
Jesus Luis Ramirez              10,000        10,000            0           0
Antonio Rasgado                 50,000        50,000            0           0
Calvin Risk                     10,000        10,000            0           0
Carol Risk                      10,000        10,000            0           0

                                       12

Joseph Risk                     10,000        10,000            0           0
Mercedes Rivera                 10,000        10,000            0           0
Abigail Robinson-Kim            10,000        10,000            0           0
Amalia Rodriguez                10,000        10,000            0           0
Roberto Silva                   10,000        10,000            0           0
Lester Smith                    10,000        10,000            0           0
Michael Smith                   10,000        10,000            0           0
Darnella Tabiszewski            10,000        10,000            0           0
Destiny Tabiszewski             10,000        10,000            0           0
Joseph Traeger                  10,000        10,000            0           0
Kathy Traeger                   10,000        10,000            0           0
Pedro Valdez                    10,000        10,000            0           0
Bernardo Velasquez              10,000        10,000            0           0
Gustavo Villarino               10,000        10,000            0           0
Connie White-Castellanos        10,000        10,000            0           0

To our knowledge, none of the selling shareholders:

     1.   Has had a material relationship with Placer Del Mar other than as a
          shareholder as noted above at any time within the past three years;
     2.   Has ever been an officer or director of Placer Del Mar; or
     3.   Are broker-dealers or affiliated with broker-dealers.

Familial Relationships among the Shareholders:

     Michele & Robert Foley                    Husband and Wife
     Esther & Hana Lacher                      Sisters
     Dennis & Minda Puckett                    Husband and Wife
     Calvin, Carol & Joe Risk                  Husband, Wife & Son
     Darnella & Destiny Tabiszewski            Mother & Daughter
     Joseph & Kathy Traegar                    Husband and Wife

                            DESCRIPTION OF SECURITIES

Placer Del Mar's Certificate of Incorporation authorizes the issuance of
50,000,000 shares of common stock, .001 par value per share. There is no
preferred stock authorized. Holders of shares of common stock are entitled to
one vote for each share on all matters to be voted on by the stockholders, and
do not have cumulative voting rights. Holders of shares of common stock are
entitled to share ratably in dividends, if any, as may be declared from time to
time by the board of directors in its discretion, from funds legally available
therefore. In the event of a liquidation, dissolution, or winding up of Placer
Del Mar, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities. Holders of common
stock have no preemptive or other subscription rights, and there are no
conversion rights or redemption with respect to such shares.

                                       13

As of the date of this prospectus, we have not paid any cash dividends. The
declaration of any future cash dividend will be at the discretion of our Board
of Directors and will depend upon our earnings, if any, our capital requirements
and financial position, our general economic conditions, and other pertinent
conditions. It is our present intention not to pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in our business
operations.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.

Our audited financial statements for the period from inception to the year ended
June 30, 2010, included in this prospectus, have been audited by Chang G. Park,
CPA, Ph.D., 2667 Camino Del Rio South, Suite B, San Diego, CA 92108. We include
the financial statements in reliance on their reports, given upon their
authority as experts in accounting and auditing.

The reviewed financial statements of Placer Del Mar for the period ended
September 30, 2010, and related notes which are included in this filing were
prepared by the company and reviewed by Chang G. Park, CPA, Ph.D.

Jill Arlene Robbins, Attorney at Law, 525 93rd Street, Surfside, FL 33154, has
passed upon the validity of the shares and certain other legal matters and is
representing us in connection with this offering.

                             DESCRIPTION OF BUSINESS

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

From May 2009 through March 2010 Mr. Bravo was unable to provide funds to the
Company while he handled his personal financial affairs. Without his funding, or
other sources of cash, we did not have sufficient funds to continue operations
due to Mr. Bravo's inability to continue to loan the Company funds at that time
and determined it was in the best interests to put our exploration program, that
we began in September 2006, on hold. In April 2010 we reactivated our program
and resumed trenching activities due to Mr. Bravo's improved personal financial
condition and his ability to again provide us with funding. Phase One will
require approximately another twenty 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 that will be conducted on

                                       14

the claim at an estimated cost of $1,890 per month for a total cost of $17,000.
A senior geologist will conduct the studies at a cost of $450 per month for a
total cost of $4,000. The cost for assays is $450 per month for a total cost of
$4,000. The total estimated costs of $100,000 for Phase One includes $2,000 for
a geological study and $70,000 to $80,000 for ongoing trenching. Through
September 30, 2010 we have spent $23,474 on Phase One exploration activities,
$3,920 spent in the year ended June 30, 2006, $8,054 spent in the year ended
June 30, 2007, $2,500 spent in the year ended June 30, 2008 and $9,000 spent in
the year ended June 30, 2010. We believe our current cash balance of $3,050,
plus loans from Mr. Bravo, one of our directors, will be sufficient to fund
completion of Phase One. Mr. Bravo has provided us with a written agreement to
loan the company sufficient funds to continue the company's business plan, Phase
One exploration costs, offering costs, filing fees, and correspondence with our
shareholders in an amount of up to $6,000 per month for twenty-four months (a
total of $144,000), beginning in April 2010. Mr. Bravo has assured us in writing
he has sufficient financial resources to provide the company with the required
capital to complete Phase One. From April 2010 to September 30, 2010 Mr. Bravo
loaned the company $21,300, leaving up to $122,700 available to the Company
until March 2012.

If economically viable minerals are discovered in Phase One, we intend to
initiate Phase Two of our plan during the second quarter of 2012. Initial costs
for our Phase Two plan are as follows; mechanical trenching $12,500 per month
for four months for a total cost of $50,000, drilling costs of $12,500 per month
for a total cost of $50,000, fuel costs of $2,500 totaling $10,000, waste
removal costs of $1,000 per month totaling $4,000, labor costs of $5,000 per
month for four months totaling $20,000, and a onetime cost of $25,000 for mining
permits. We have not yet applied for mining permits. We intend to apply for
mining permits upon discovery of economically viable minerals. The estimated
time to complete the application process and obtain permits for mining is thirty
days. Total cost for Phase Two of our program is $159,000. We will require
additional funding in order to proceed with the excavation of any minerals and
any subsequent recommended work on the claim. As of this date we have not
identified a source for this additional funding. If we are not successful in the
discovery of minerals our operations will cease and investors will likely lose
their money.

On December 8, 2010, Placer Del Mar entered into a Mineral Extraction Agreement
with Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of
only Mexican Shellstone-Limestone ("Conchuela") on the property per its rights
as Operator and right to appoint a nominee under the Mineral Rights Revenue
Sharing Agreement dated April 24, 2006 between Placer Del Mar and Mr. Almarez as
amended on December 8, 2010. While Roca Cantera Y Marmol continues its mineral
extraction of Conchuela, we will continue our operations in Phase One exploring
for mainly gold, tungsten, perlite, sulfides, titanium, and silver. Any revenues
derived from the Conchuela extraction will be used to help pay for our operating
and exploration expenses. At this time we are unable to estimate how much total
revenue will be generated from the Conchuela extraction, however, per our
agreement with Roca Cantera Y Marmol they are to pay us a minimum of $8,000 per
month commencing no later than December 31, 2010.

                                       15

GENERAL INFORMATION

LOCATION AND ACCESS

Our mineral claim to which we have the right of free access and exploration, as
well as the sole and exclusive right to establish mineral claims upon, subject
to a Net Smelter Royalty Return of 1% in favor of Mr. Almarez, payable annually,
is the mineral claim known as the Placer Del Mar claim. The Placer Del Mar
claim, consisting of a total surface area of approximately 46.2 acres, is
located 15 miles southeast of Playas del Rosarito, Baja California, Mexico. The
claim is located 1.5 miles east of Highway 1 on a paved road accessible by a
regular vehicle.

REQUIREMENTS OR CONDITION FOR RETENTION OF TITLE

Mining regulations in Mexico consist of the following items; registration with
General Director of Mines and the Tax Administration Service (SHCP), initiate a
geological mining investigation to determine the potential resource within the
prospective land, define the surface area of the mining request, pay the mining
tariff which is determined by the size of the claim, and receive the permit for
the Mining Concession issued by the General Director of mines. The mining tariff
to maintain our claim is $200 (U.S.) per year paid in four quarterly payments of
$50 (U.S.). The tariff is paid to the Mexican federal government. We are current
in our payments; the next payment is due in November 2011. We anticipate the
total cost of permits to be approximately $25,000. Mining permits last for a
period of six years.

PRESENT CONDITION OF THE PROPERTY

There has been no previous work on the property. There is not a mining plant nor
is there any mining equipment currently located on the property. Electric power
and water are available on the property.

CURRENT STATE OF EXPLORATION ON THE PROPERTY

Currently our proposed program is exploratory in nature. We are continuing our
first phase, Phase One of our exploration program for mainly gold, tungsten,
perlite, sulfides, titanium, and silver, consisting of geologic surveying,
mapping, analytical assays and trenching. The future cost of exploration work on
the property is disclosed in detail in the Plan of Operation section of this
prospectus.

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

                                       16

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

TOTAL COST OF THE PROPERTY TO DATE AND PLANNED FUTURE COSTS

On June 6th, 2005 we entered into a Mineral Property Agreement (the "Agreement")
with Jorge Alberto Almarez of 157 Calle Federico, Rosarito B.C. Mexico. On April
24, 2006 that agreement was superseded by a new agreement titled Mineral Rights
Revenue Sharing Agreement. The new agreement grants us the right to free access
and exploration of the property together with the sole and exclusive right to
establish mineral claims on the property, subject to a 1% net smelter returns
royalty reserved in favor Mr. Almarez. In order to keep the rights granted in
good standing we paid Mr. Almarez $2,000. In addition we will pay Mr. Almarez
the net smelter returns royalty annually during the term of the agreement. The
term of the agreement shall be for a period of 30 years from the signing date of
the agreement, renewable upon the anniversary date of the agreement for an
additional 30 year period at the sole discretion of Placer for a one-time
payment of $100,000. Owning the claim only provides us with the right to explore
for and extract minerals. A net smelter returns royalty is the percentage of
money that the royalty holder would receive from the sale of minerals from the
claim to a smelter, less refining charges, ore treatment charges, penalties and
transportation costs. The Agreement also provides that if we are in default of
the payments noted above, Mr. Almarez can terminate the Agreement after
providing 30 days written notice of the default. Mr. Almarez has no relationship
or affiliation with the company or its management. Mr. Almarez has not granted
his interests in mining claims to other companies.

From May 2009 through March 2010 Mr. Bravo was unable to provide finds to the
company while he handled his personal financial affairs. Without his funding, or
other sources of cash, we did not have sufficient funds to continue operations
and determined it was in our best interests to put our exploration program, that
we began in September 2006, on hold. In April 2010 we reactivated our program
and have commenced trenching activities. We anticipate that the Phase One
program, including ongoing trenching, will cost approximately $100,000, which
will be paid from cash on hand and loans from Mr. Bravo, one of our directors.
We believe our current cash balance of $3,050 plus loans from Mr. Bravo will
provide sufficient funding for completion of Phase One. Through September 30,
2010 we have spent $23,474 on Phase One exploration activities. In addition to
our existing cash, Mr. Bravo has provided us with a written agreement to loan
the company sufficient funds to continue the company's business plan, Phase One
exploration costs, offering costs, filing fees, and correspondence with our
shareholders in the estimated amount of $3,000 to $6,000 per month for
twenty-four months (a total of $144,000), beginning in April 2010.

                                       17

Mr. Bravo has assured us in writing that he has sufficient financial resources
to provide the company with the required capital to complete Phase One. From
April 2010 to September 30, 2010 Mr. Bravo loaned the company $21,300, leaving
up to $122,700 available to the Company until March 2012. In the event Mr. Bravo
does not provide such funding the business will likely fail, cease operations,
and investors will likely lose their money. Phase Two of our exploration is
contingent upon the discovery of sufficient mineralization to continue. If we
are not successful in the discovery of minerals our operations will cease and
investors will likely lose their money.

The above program cost estimates were provided to us by 3 GEO Geological
Services who prepared the preliminary geology report respecting the Placer Del
Mar claim. In April 2010 when the exploration program was reactivated we
verbally confirmed with 3 Geo Geological Services that the costs previously
quoted were still valid and they resumed exploration at the previously quoted
rates. Results gained from the program intend to lead to a better understanding
of the location of, and controls of, any potential mineralization. As of the
date of this filing, we have begun Phase One of our business plan exploration
program on the Placer Del Mar claim and have not discovered any minerals.

The Phase Two exploration program is contingent upon the discovery of
economically viable minerals during the Phase One program, and our ability to
raise additional funds to cover the costs. As of this date we have not
identified a source for this additional funding. If economically viable
mineralization is found during Phase One of our program, then we will proceed to
Phase Two of our plan. The board of directors will decide if the company should
proceed to Phase Two of our program. In Phase Two we intend to do an initial
examination of the underground characteristics of any potential vein structure
or mineral deposit that was identified in Phase One. Phase Two is aimed at
identifying any mineral deposits of potential economic importance. The methods
we intend to use during Phase Two are: more extensive trenching, more advanced
geophysical study of the claim, and possible diamond drilling of sample holes
within our claim.

Trenching identifies the continuity and extent of the mineralization, if any,
below the surface. Trenching involves the utilization of a variety of digging
methods, from using a simple pick and shovel to use of a backhoe service or a
bulldozer to dig in areas our geologist recommends on our claim. Trenches can be
any length the geologist recommends, with estimated backhoe trenches on our
claim to be approximately two feet wide, by up to a maximum of ten feet deep, in
grids from twenty feet to fifty feet long. Surface assays from trenching will be
used by our geologist to locate areas on our claim that may be suitable for more
extensive exploration, including drilling and excavation. Ore veins may run
along or near the surface of our claim, and trenching is used to discover those
veins. Our geologist will assay the trenches, study any geological formations
and develop a more detailed exploration plan from the information obtained from
the trenches.

Diamond drilling involves utilization of a drilling operator to drill vertical
shafts into the ground of various depths and widths for the purpose of
extracting core mineral samples. Our geologist may recommend drilling if
trenching indicates sufficient mineral content. Drilling procedures vary by each

                                       18

claim and these procedures are only warranted when the geologist recommends it
due to the high costs. The drilling process involves drilling numerous sample
holes of depths that are determined by a geologist. Drilling is used to define
and locating deeper mineral deposits. Holes are analyzed for mineral content at
all depths of each sample hole. It requires vertical drilling equipment to drill
to various depths to extract core mineral samples. Diamond drilling and further
geophysical work will give the company a greater understanding of the location
and extent, if any, of mineralization at depths that are unreachable by surface
observations, excavations, and provides a target for more extensive trenching
and core drilling. At this time, we cannot speculate or estimate whether we will
find sufficient mineralization that justifies the drilling costs, and we cannot
estimate the costs of such drilling. Only after a thorough analysis of the data
collected in Phase Two, we will decide if the claim warrants continued
exploration.

                                       19





                          [MAP SHOWING SITE LOCATION]




                                       20





                       [MAP SHOWING GENERAL SITE LOCATION]




                                       21

ROCK FORMATION AND MINERALIZATION

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

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

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

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

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

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

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

CONCLUSIONS

The geological setting of the northern Baja California state are prospective for
economically important mineral deposits, mainly gold, tungsten, perlite,
sulfides, titanium, and silver. The discussion contained herein describes only
the available data, and further trenching and exploration is needed to examine
specific sites on the property with the highest potential.

MINERAL EXTRACTION AGREEMENT FOR CONCHUELA

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

Under the terms of the Mineral Extraction Agreement Roca Cantera Y Marmol,
Canteras Acabados Finos will pay Placer del Mar $0.88 per square foot for all
Conchuela extracted from the Property commencing with extraction activities
beginning on December 8, 2010. The first section consists of one acre with a

                                       22

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

Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on
December 8, 2010), Mr. Almarez hereby gives and grants to Placer Del Mar the
sole and exclusive right to establish mineral claims on the Property, recorded
as an asset of the company with a related liability, subject to a payment of
$400,000 by Placer to Mr. Almarez to be paid in equal payments over sixty (60)
months in the amount of $6,666 beginning no later than June 1, 2011 for the
exclusive right to begin extracting only Conchuela from the Property commencing
December 8, 2010. Such payments shall be lieu of the original 1% Net Smelter
Returns royalty originally reserved in favor of Mr. Almarez in the Mineral
Rights Revenue Sharing Agreement dated April 24, 2006 and relate only to the
mining and extraction of Conchuela. All minerals, other than Conchuela, mined or
extracted from the Property remain subject to the 1% Net Smelter Returns royalty
as stated in the original Mineral Rights Revenue Sharing Agreement dated April
24, 2006.

COMPETITION AND COMPETITIVE POSITION

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

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceedings.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

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

                                       23

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Mexico generally, and in Baja California specifically. We will have to
sustain the cost of reclamation and environmental mediation for all exploration
and development work undertaken. As part of the permit application process
needed to begin mining and mineral extraction, we will be required to follow the
national environmental laws of the National Institute of Ecology, a Federal
government agency. An environmental application will need to be filed with the
Ministry of Public Mining Registry in Mexico City, which enforces Federal
environmental laws for the mining industry. We will petition the Ministry for an
environmental operating license by describing our mining facility and its
potential impact on the environment. We will be required to file environmental
reports every two years, with estimated costs of $5,000 for each two year
period, with the Ministry of Public Mining Registry in Mexico City. Other than
the environmental report costs, the total costs are not known at this time as we
do not know the extent of the exploration program that will be undertaken beyond
completion of the currently planned work programs. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings or our competitive position in the event a potentially economic deposit
is discovered. If we enter into production, the cost of complying with permit
and regulatory environment laws will be greater than in the exploration phases
because the impact on the project area is greater. Permits and regulations will
control all aspects of any production program if the project continues to that
stage because of the potential impact on the environment. Examples of regulatory
requirements include: - Water discharge will have to meet water standards; -
Dust generation will have to be minimal or otherwise re-mediated; - Dumping of
material on the surface will have to be re-contoured and re-vegetated; - An
assessment of all material to be left on the surface will need to be
environmentally benign; - Ground water will have to be monitored for any
potential contaminants; - The socio-economic impact of the project will have to
be evaluated and if deemed negative, will have to be re-mediated; and - There
will have to be an impact report of the work on the local fauna and flora.
Because there will not be any significant physical disturbance to the Placer Del
Mar claim, we will only incur costs in complying with environmental laws after
the first two phases of exploration on the claim, when actual mining would
begin.

Mining regulations in Mexico consist of the following items; registration with
General Director of Mines and the Tax Administration Service (SHCP), initiate a
geological mining investigation to determine the potential resource within the
prospective land, define the surface area of the of the mining request, pay the
mining tariff which is determined by the size of the claim, and receive the
permit for the Mining Concession issued by the General Director of mines. The
mining tariff to maintain our claim is $200 (U.S.) per year paid in four
quarterly payments of $50 (U.S.). The tariff is paid to the Mexican federal
government. We are current in our payments. Mining permits require approximately
60 days to be obtained after filing with the Mexican Government. We anticipate
the cost of all mining and environmental permits to be approximately $25,000.
Mining permits last for a period of six years.

                                       24

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

STATUS OF ANY PUBLICLY ANNOUNCED  NEW PRODUCTS OR SERVICES

Placer Del Mar has no new product or service planned or announced to the public.

SUPPLIERS AND SOURCES OF RAW MATERIALS

We have no principal suppliers or sources for raw materials.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Placer Del Mar will not depend on any one or a few major customers.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will continue to assess the need for any on an ongoing basis.

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

On December 8, 2010 we entered into a Mineral Extraction Agreement with Roca
Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on the property. Payments to Placer
for the extraction of Conchuela will commence no later than December 31, 2010
for the exclusive right to begin extracting only Conchuela from the Property
commencing December 8, 2010. The term of this Mineral Extraction Rights

                                       25

Agreement is for a period of five years, renewable upon the anniversary date of
the agreement for an additional 25 year period at the sole discretion of Placer
del Mar for a one-time payment of $55,000.

Under the terms of the agreement Roca Cantera Y Marmol, Canteras Acabados Finos
Roca Cantera Y Marmol, Canteras Acabados Finos will pay Placer del Mar $0.88 per
square foot for all Conchuela extracted from the Property commencing with
extraction activities beginning on December 8, 2010. The first section consists
of one acre with a surface area of 43,560 square feet and is one of 46.2 acres
included in this Agreement. Payments shall be calculated on the total number of
square feet extracted each month from the Property and due and payable to us
within thirty days. While Roca Cantera Y Marmol continues its mineral extraction
of Conchuela, we will continue our operations in Phase One exploring for mainly
gold, tungsten, perlite, sulfides, titanium, and silver. Any revenues derived
from the Conchuela extraction will be used to help pay for our operating and
exploration expenses. At this time we are unable to estimate how much total
revenue will be generated from the Conchuela extraction, however, per our
agreement with Roca Cantera Y Marmol they are to pay us a minimum of $8,000 per
month commencing no later than December 31, 2010.

Under the terms of the new agreement, Mr. Almarez hereby gives and grants to
Placer the sole and exclusive right to establish mineral claims on the Property,
recorded as an asset of the company with a related liability, subject to a
payment of $400,000 by Placer to Mr. Almarez to be paid in equal payments over
sixty (60) months in the amount of $6,666 beginning no later than June 1, 2011
for the exclusive right to begin extracting only Conchuela from the Property
commencing December 8, 2010. Such payments shall be lieu of the original 1% Net
Smelter Returns royalty originally reserved in favor of Mr. Almarez in the
Mineral Rights Revenue Sharing Agreement dated April 24, 2006 and relate only to
the mining and extraction of Conchuela. All minerals, other than Conchuela,
mined or extracted from the Property remain subject to the 1% Net Smelter
Returns royalty as stated in the original Mineral Rights Revenue Sharing
Agreement dated April 24, 2006.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

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

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

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

NUMBER OF EMPLOYEES

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

                                       26

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a smaller reporting company under the Securities Exchange Act
of 1934. We are subject to disclosure filing requirements, including filing Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission,
("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.

                             DESCRIPTION OF PROPERTY

Placer Del Mar's principal executive office address is 302 Washington Street
#351, San Diego, CA 92103. The principal executive office and facilities are
provided by the officer & director of the corporation. The office is used by him
for other business interests and is estimated to be sufficient for our business
needs for the foreseeable future. The company paid Mr. Bravo $500 per month for
management fees and the use of his office facilities through December 2006.

                                LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

PENNY STOCK RULES

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

The Securities and Exchange Commission Rule 15g-9 establishes the definition of
a "penny stock", for the purposes relevant to Placer Del Mar, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (a)

                                       27

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

REPORTS

We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a smaller reporting company under the Securities Exchange Act
of 1934. We are subject to disclosure filing requirements, including filing Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission,
("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.

STOCK TRANSFER AGENT

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

                              FINANCIAL STATEMENTS

The audited financial statements of Placer Del Mar for the years ended June 30,
2010 and 2009, and related notes which are included in this offering have been
examined by Chang G. Park, CPA, Ph.D., and have been so included in reliance
upon the opinion of such accountants given upon their authority as an expert in
auditing and accounting.

                                       28

The reviewed financial statements of Placer Del Mar for the period ended
September 30, 2010, and related notes which are included in this filing were
prepared by the company and reviewed by Chang G. Park, CPA, Ph.D.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

We are an exploration stage company, have generated no revenues and have
incurred $120,850 in expenses from inception through September 30, 2010.

The following table provides selected financial data about our company for the
periods ended September 30, 2010 and 2009.

           Balance Sheet Data:           9/30/2010          9/30/2009
           -------------------           ---------          ---------

           Cash                          $  3,050           $    214
           Total assets                  $  3,050           $    214
           Total liabilities             $ 79,700           $ 57,200
           Shareholders' equity          $(76,650)          $(56,986)

During the period ended September 30, 2010 we incurred $9,042 in general and
administrative expenses. For the period ended September 30, 2009 we incurred $24
in general and administrative expenses.

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

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at September 30, 2010 was $3,050. There was no cash
provided by financing activities for the period ended September 30, 2010. Cash
provided by financing since inception was $10,000 from the sale of shares to our
officer and $24,200 resulting from the sale of our common stock to 46
independent investors.

We believe our existing cash balance plus revenue and loans from Mr. Bravo, one
of our directors, will be sufficient to fund our operations for the next twelve
months during our exploration stage. Through September 30, 2010 we have spent
$23,474 on Phase One exploration activities. In addition to our existing cash,
Mr. Bravo has provided us with a written agreement to loan the company
sufficient funds to continue the company's business plan Phase One exploration
costs, offering costs, filing fees, and correspondence with our shareholders in
an amount of up to $6,000 per month for the next twenty-four months (a total of
$144,000), beginning in April 2010. From April 2010 to September 30, 2010 Mr.
Bravo loaned the company $21,300, leaving $122,700 available to the Company
until March 2012. The cumulative total amount of the loan at September 30, 2010

                                       29

was $79,300. No amount of funds, loaned to the Company by Mr. Bravo, has been
repaid as of the date of this filing. The following is a schedule of funds
loaned by Mr. Bravo on a year-to-year basis and usage of those funds:

           Year            Loan          Operating        Exploration
           Ended          Amount          Expenses          Expenses
           -----          ------          --------          --------

           6/30/07        $19,000         $10,946           $8,054
           6/30/08        $18,000         $15,500           $2,500
           6/30/09        $20,000         $20,000           $    0
           6/30/10        $ 2,300         $ 2,300           $    0
           6/30/11        $20,000         $11,000           $9,000

In the event he does not provide such funding business will likely fail, cease
operations, and investors will likely lose their money.

OFF-BALANCE SHEET ARRANGEMENTS

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

BUSINESS OPERATIONS OVERVIEW

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

To date we have hired a third party geologist (3 GEO Geological Services) to
prepare a preliminary geology report on the area in which the claim is located
and our president filed a mineral claim with the Mexican government on April 24,
2006 on behalf of the company, and continue Phase One of our exploration program
we started on September 27, 2006.

                                       30

Further exploration is required to determine the economic and legal feasibility
of the Placer Del Mar claim. Our exploration goal is to find exploitable
minerals on our claim, mainly gold, tungsten, perlite, sulfides, titanium, and
silver. Our success depends on achieving that goal. There is the likelihood of
our mineral claim containing little or no economic mineralization or reserves of
minerals. There is the possibility that the Placer Del Mar claim does not
contain any reserves and the funds spent on exploration will be lost. We must
complete a survey of the mineral claim in order to ensure that any potential
mineralization is within the claim boundaries. There can be no assurance that
any mineral deposits or reserves, exist on the Placer Del Mar claim. If we
complete both phases of our mineral exploration plan, and we successfully
identify a mineral deposit, we will still need to spend substantial funds on
drilling and engineering studies prior to knowing if our claim is commercially
viable. If the company is unable to fund its activities identified in Phase One
then its operations will cease, the business will fail, and investors will
likely lose their money.

From May 2009 through March 2010 Mr. Bravo was unable to provide funds to the
company while he handled his personal financial affairs. Without his funding, or
other sources of cash, we did not have sufficient funds to continue operations
and determined it was in our best interests to put our exploration program,
which we began in September 2006, on hold. Mr. Bravo has assured us in writing
he has sufficient financial resources to provide the company with the required
capital to complete Phase One. In April 2010 we reactivated our program and have
commenced trenching activities. We believe we will be able to complete Phase One
of exploration on the Placer Del Mar claim within the next twenty four months.
Phase One will consist of geologic surveying, mapping and analytical assays. We
anticipate that Phase One, including ongoing trenching, will cost approximately
$100,000. Phase One cost estimates were provided to us by 3 GEO Geological
Services who prepared the preliminary geological report respecting the Placer
Del Mar claim. Through September 30, 2010 we have spent a total of $23,474 on
Phase One exploration activities, $3,920 spent in the year ended June 30, 2006,
$8,054 spent in the year ended June 30, 2007, $2,500 spent in the year ended
June 30, 2008 and $9,000 spent in the year ended June 30, 2010.

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

PHASE ONE

We are continuing Phase One of our exploration program we began on September 27,
2006 on the Placer Del Mar mineral claim exploring for mainly gold, tungsten,
perlite, sulfides, titanium, and silver. Phase One will require approximately
another twenty four months to complete. Once the current trenching program is
completed, 3 Geo Geological Services has verbally assured us their firm will be
ready to conduct geological and geophysical studies will be conducted on the
claim at an estimated cost of $1,890 per month for a total cost of $17,000. A

                                       31

senior geologist will conduct the studies at a cost of $450 per month for a
total cost of $4,000. The cost for assays is $450 per month for a total cost of
$4,000. Total estimated costs for Phase One including the $2,000 a geological
study and ongoing trenching is $100,000. These cost estimates were verbally
confirmed in April 2010. We believe our current cash balance of $3,050, plus
revenue and loans from Mr. Bravo will be sufficient to fund completion of Phase
One. Mr. Bravo has provided us with a written agreement to loan the company
sufficient funds to continue the company's business plan, Phase One exploration
costs, offering costs, filing fees, and correspondence with our shareholders in
an amount of up to $6,000 per month for the next twenty four months.

PHASE TWO

If economically viable minerals are discovered in Phase One, we intend to
initiate Phase Two of our plan during the second quarter of 2012. Initial costs
for our Phase Two plan are as follows; mechanical trenching $12,500 per month
for four months for a total cost of $50,000, drilling costs of $12,500 per month
for a total cost of $50,000, fuel costs of $2,500 totaling $10,000, waste
removal costs of $1,000 per month totaling $4,000, labor costs of $5,000 per
month for four months totaling $20,000, and a onetime cost of $25,000 for mining
permits. We have not yet applied for mining permits. We intend to apply for
mining permits upon discovery of economically viable minerals. The estimated
time to complete the application process and obtain permits for mining is thirty
days. Total cost for Phase Two of our program is $159,000. We will require
additional funding in order to proceed with the excavation of any minerals and
any subsequent recommended work on the claim. As of this date we have not
identified a source for this additional funding. We do not expect weather
conditions to substantially impact our plan of operation due to the moderate
climate and favorable weather conditions of Baja California, Mexico. Phase Two
of our exploration is contingent upon the discovery of sufficient mineralization
to continue. If we are not successful in the discovery of minerals our
operations will cease and investors will likely lose their money.

MINERAL EXTRACTION AGREEMENT FOR CONCHUELA

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

                                       32

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

Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on
December 8, 2010), Mr. Almarez hereby gives and grants to Placer Del Mar the
sole and exclusive right to establish mineral claims on the Property, recorded
as an asset of the company with a related liability, subject to a payment of
$400,000 by Placer to Mr. Almarez to be paid in equal payments over sixty (60)
months in the amount of $6,666 beginning no later than June 1, 2011 for the
exclusive right to begin extracting only Conchuela from the Property commencing
December 8, 2010. Such payments shall be lieu of the original 1% Net Smelter
Returns royalty originally reserved in favor of Mr. Almarez in the Mineral
Rights Revenue Sharing Agreement dated April 24, 2006 and relate only to the
mining and extraction of Conchuela. All minerals, other than Conchuela, mined or
extracted from the Property remain subject to the 1% Net Smelter Returns royalty
as stated in the original Mineral Rights Revenue Sharing Agreement dated April
24, 2006.

GOING CONCERN

We have received a going concern opinion on our financial statements that raises
substantial doubt as to our ability to continue as a going concern. As described
in Note 3 of our accompanying financial statements, our losses to date and our
lack of any guaranteed sources of future capital create substantial doubt as to
our ability to continue as a going concern. If our business plan does not work,
we could remain as a start-up company with limited material operations,
revenues, or profits.

          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                            AND FINANCIAL DISCLOSURE

None.

          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The directors and officer of Placer Del Mar, whose one year term will expire
05/15/11, or at such a time as successor(s) shall be elected and qualified are
as follows:

                                                  Date First
Name & Address              Age     Position       Elected      Term Expires
- --------------              ---     --------       -------      ------------

Humberto Bravo              63      President,     05/15/05       05/15/11
302 Washington St. #351             Secretary,
San Diego, CA 92103                 Director

                                       33

Mario Laguna                58      Director       06/01/10       05/15/11
302 Washington St. #351
San Diego, CA  92103

The foregoing persons are promoters of Placer Del Mar, as that term is defined
in the rules and regulations promulgated under the Securities and Exchange Act
of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

Mr. Bravo currently devotes approximately 20 to 25 hours per week to manage the
business affairs of our company. Mr. Bravo currently has no other significant
responsibilities with other companies. Mr. Bravo does not have any technical
credentials related to mineral exploration; however, Mr. Bravo is an educated
professional business manager. Mr. Bravo provides the company with his skills
and experience in operations, personnel management and marketing abilities, as
well as personal financial assistance we believe are essential to our continuing
operations and business plan.

Mr. Laguna currently devotes a minimal amount of time to company business. Once
revenues have been generated or as deemed necessary by the board of directors,
Mr. Bravo intends to devote full time services to the company. Mr. Laguna
provides the company with his skills and experience as a geologist and his
extensive background in designing and managing mining operations and managing
mining personnel we believe will be essential to our continuing operations and
business plan.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending. No executive officer or director
of the corporation is the subject of any pending legal proceedings.

HUMBERTO BRAVO

WORK HISTORY

1998-Current - Retired

                                       34

BOMUCA, INC.

Administrative Manager - Tijuana, Baja California, Mexico.
1993-1998
Bomuca, Inc. is developer and manufacturer of health and beauty products.

*    Director of operations.
*    Management of sales staff.
*    Management of import/export of natural products.
*    Created and implemented marketing campaigns.
*    Created advertising and promotional campaigns.

EDUCATION

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

MARIO LAGUNA

WORK HISTORY

2006- Current - Retired

1991-2006 - Geologist of Exploration

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

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

EDUCATION

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,

                                       35

directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

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

                             EXECUTIVE COMPENSATION

Placer Del Mar's current sole executive officer receives no salary; however, he
was paid other compensation as described below. The current Board of Directors
is comprised of Mr. Bravo and Mr. Laguna.

                           SUMMARY COMPENSATION TABLE



                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
- ------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
                                                                                 
H. Bravo,       2010       0         0           0          0          0             0            0          0
President,      2009       0         0           0          0          0             0            0          0
CEO, CFO and    2008       0         0           0          0          0             0            0          0
Director        2007       0         0           0          0          0             0            0          0
                2006       0         0           0          0          0             0       $3,200     $3,200
                2005       0         0           0          0          0             0       $1,500     $1,500

M. Laguna,      2010       0         0           0          0          0             0            0          0
Director


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

                                       36

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END



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

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

                              DIRECTOR COMPENSATION

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

H. Bravo           0         0           0            0                0               0            0

M. Laguna          0         0           0            0                0               0            0


There are no current employment agreements between the company and its executive
officer. The officer currently devotes 20 to 25 hours a month to manage the
affairs of the company. The principal officer has agreed to work with no regular
salary until such time as the company receives sufficient revenues necessary to
provide an initial salary to our current officer. At this time, management
cannot accurately estimate when sufficient revenues will occur to implement this
compensation.

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

                                       37

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

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Placer Del Mar's
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of Placer Del Mar's common stock as
of the date of this report:

Title Of        Name &                       Amount &              Percent
 Class         Address                   Nature of owner            Owned
 -----         -------                   ---------------            -----

Common        Humberto Bravo               1,100,000 (a)              64%
              302 Washington St. #351
              San Diego, CA 92103

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

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

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

    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The principal executive office facilities are provided by Mr. Bravo, the officer
of the corporation. Until January 2007 we paid Mr. Bravo $500 per month for
management fees and the use of his office facilities. Beginning in January 2007,
per a written agreement, the director has deferred the payment of those fees.

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

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

                                       38

Mr. Bravo loaned the company a total of $20,000 for the period ended September
30, 2010 and will continue to loan the company funds on a month by month basis
as needed. The total amount owed Mr. Bravo at September 30, 2010 is $79,300. Per
the terms of the loan, Mr. Bravo agrees to provide funding to Placer Del Mar,
Ltd. in the amount necessary to continue the current Phase One of the company's
business plan. These funds shall continue through Phase One for a period of
twenty-four months, beginning April 2010, or until such time as the company's
geologist determines that further geological exploration is not warranted. The
loan is in an amount up to $6,000 per month to allow the company to continue its
exploration process and pay other operating and filing expenses. All funds
provided to Placer Del Mar by Mr. Bravo are unsecured and he has agreed to
forego any penalties or interest should Placer Del Mar be unable to repay any
funds provided to the Company.

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

CORPORATE GOVERNANCE

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

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

                                 INDEMNIFICATION

Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to our director, officer and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act, and will be governed by the
final adjudication of such issue.

                                       39

                              AVAILABLE INFORMATION

We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission. We are subject to the
informational requirements of the Exchange Act and, in accordance therewith, we
file all requisite reports, such as Forms 10-K, 10-Q and 8-K, proxy statements,
under Sec.14 of the Exchange Act, and other information with the Commission.
Such reports, proxy statements, this registration statement and other
information, may be inspected and copied at the public reference facilities
maintained by the Commission at 100 Fifth Street NE, Washington, D.C. 20549.
Copies of all materials may be obtained from the Public Reference Section of the
Commission's Washington, D.C. office at prescribed rates. You may obtain
information regarding the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The Commission also maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at http://www.sec.gov.

                                       40

                           CHANG G. PARK, CPA, PH. D.
        * 2667 CAMINO DEL RIO S. SUITE B * SAN DIEGO * CALIFORNIA 92108 *
                 * TELEPHONE (858)722-5953 * FAX (858) 761-0341
                         * E-MAIL CHANGGPARK@GMAIL.COM *
- --------------------------------------------------------------------------------

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Placer Del Mar, Ltd.
(An Exploration Stage Company)

We have  audited the  accompanying  balance  sheets of Placer Del Mar,  Ltd. (An
Exploration  Stage  "Company")  as of June 30,  2010  and  2009 and the  related
statements of operations, changes in shareholders' equity and cash flows for the
years then  ended,  and for the period of May 13, 2005  (inception)  to June 30,
2010.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Placer Del Mar, Ltd. as of June
30, 2010 and 2009,  and the result of its  operations and its cash flows for the
years then ended and for the period May 13, 2005 (inception) to June 30, 2010 in
conformity with U.S. generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise  substantial  doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Chang Park
- -------------------------------
CHANG G. PARK, CPA
September 14, 2010
San Diego, CA. 92108

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

                                      F-1

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



                                                                      As of                As of
                                                                  June 30, 2010        June 30, 2009
                                                                  -------------        -------------
                                                                                  
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $    1,292           $       38
                                                                   ----------           ----------
TOTAL CURRENT ASSETS                                                    1,292                   38
                                                                   ----------           ----------

      TOTAL ASSETS                                                 $    1,292           $       38
                                                                   ==========           ==========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                 $    9,600           $       --
  Loan from shareholder                                                59,300               57,000
                                                                   ----------           ----------
TOTAL CURRENT LIABILITIES                                              68,900               57,000

      TOTAL LIABILITIES                                                68,900               57,000

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 50,000,000 shares
   authorized; 1,720,000 shares issued and outstanding
   as of June 30, 2010 and June 30, 2009                                1,720                1,720
  Additional paid-in capital                                           42,480               42,480
  Deficit accumulated during exploration stage                       (111,808)            (101,162)
                                                                   ----------           ----------
TOTAL STOCKHOLDERS' EQUITY                                            (67,608)             (56,962)
                                                                   ----------           ----------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $    1,292           $       38
                                                                   ==========           ==========



                        See Notes to Financial Statements

                                      F-2

                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                            Statements of Operations
                             (Stated in US Dollars)
- --------------------------------------------------------------------------------



                                                                             May 13, 2005
                                                                             (Inception)
                                   Year Ended           Year Ended             Through
                                  June 30, 2010        June 30, 2009        June 30, 2010
                                  -------------        -------------        -------------
                                                                    
REVENUES
  Revenues                          $       --          $       --           $       --
                                    ----------          ----------           ----------
TOTAL REVENUES                              --                  --

OPERATING COSTS
  Exploration expenses                   9,000                  --               23,474
  Administrative expenses                1,646              24,649               88,334
                                    ----------          ----------           ----------
TOTAL OPERATING COSTS                   10,646             (24,649)             111,808
                                    ----------          ----------           ----------

NET INCOME (LOSS)                   $   10,646          $  (24,649)          $  111,808
                                    ==========          ==========           ==========

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



                        See Notes to Financial Statements

                                      F-3

                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                  Statements of Changes in Stockholders' Equity
               From May 13, 2005 (Inception) through June 30, 2010
                             (Stated in US Dollars)
- --------------------------------------------------------------------------------



                                                                                              Deficit
                                                                                            Accumulated
                                                               Common         Additional      During
                                                Common          Stock          Paid-in      Exploration
                                                Stock           Amount         Capital         Stage            Total
                                                -----           ------         -------         -----            -----
                                                                                              
BALANCE, MAY 13, 2005                                 --      $       --      $       --     $       --      $       --

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

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

Stock issued for cash on June 30, 2005
 @ $0.10 per share                               200,000             200          19,800                         20,000

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

Net loss,  June 30, 2006                                                                        (25,885)        (25,885)
                                              ----------      ----------      ----------     ----------      ----------
BALANCE, JUNE 30, 2006                         1,720,000           1,720          42,480        (29,385)         14,815
                                              ----------      ----------      ----------     ----------      ----------

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

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

Net Loss June 30, 2009                                                                          (24,649)        (24,649)
                                              ----------      ----------      ----------     ----------      ----------
BALANCE JUNE 30, 2009                          1,720,000           1,720          42,480       (101,162)        (56,962)
                                              ----------      ----------      ----------     ----------      ----------

Net Loss June 30, 2010                                                                          (10,646)        (10,646)
                                              ----------      ----------      ----------     ----------      ----------

BALANCE JUNE 30, 2010                          1,720,000      $    1,720      $   42,480     $ (111,808)     $  (67,608)
                                              ==========      ==========      ==========     ==========      ==========


                        See Notes to Financial Statements

                                      F-4

                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                             Statements of Cash Flow
                             (Stated in US Dollars)
- --------------------------------------------------------------------------------



                                                                                                         May 13, 2005
                                                                                                         (Inception)
                                                                  Year Ended          Year Ended           Through
                                                                 June 30, 2010       June 30, 2009       June 30, 2010
                                                                 -------------       -------------       -------------
                                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $ (10,646)          $ (24,649)          $(111,808)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Stock issued for services                                           --                  --              10,000
  Changes in operating assets and liabilities:
     Accounts payable and accrued expenses                            9,600                  --               9,600
                                                                  ---------           ---------           ---------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES        (1,046)            (24,649)            (92,208)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan from shareholder                                 2,300              20,000              59,300
  Issuance of common stock                                               --                  --               1,620
  Additional paid-in capital                                             --                  --              32,580
                                                                  ---------           ---------           ---------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES              2,300              20,000              93,500
                                                                  ---------           ---------           ---------

NET INCREASE (DECREASE) IN CASH                                       1,254              (4,649)              1,292

CASH AT BEGINNING OF PERIOD                                              38               4,687                  --
                                                                  ---------           ---------           ---------

CASH AT END OF PERIOD                                             $   1,292           $      38           $   1,292
                                                                  =========           =========           =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                        $      --           $      --           $      --
                                                                  =========           =========           =========

  Income Taxes                                                    $      --           $      --           $      --
                                                                  =========           =========           =========



                        See Notes to Financial Statements

                                      F-5

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2010
                            (Stated in U.S. Dollars)
- --------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Placer Del Mar, Ltd. (the "Company") was  incorporated in the State of Nevada on
May 13, 2005, and its year-end is June 30. The Company is "An Exploration  Stage
Company" as defined by Financial  Accounting Standards Board ("FASB") Accounting
Standards  Codification ("ASC") 918, DEVELOPMENT STAGE ENTITIES. The Company 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

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

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

CASH EQUIVALENTS

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

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.  All
exploration  expenditures  are expensed as incurred.  Costs of  acquisition  and
option  costs  of  mineral  rights  are  capitalized  upon   acquisition.   Mine
development  costs incurred to develop new ore deposits,  to expand the capacity
of  mines,  or to  develop  mine  areas  substantially  in  advance  of  current
production are also capitalized once proven and probable  reserves exist and the
property is a commercially mineable property. Costs incurred to maintain current
production or to maintain  assets on a standby basis are charged to  operations.

                                      F-6

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2010
                            (Stated in U.S. Dollars)
- --------------------------------------------------------------------------------

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

If the Company does not continue with  exploration  after the  completion of the
feasibility  study,  the mineral rights will be expensed at that time.  Costs of
abandoned  projects are charged to mining costs including  related  property and
equipment costs. To determine if these costs are in excess of their  recoverable
amount  periodic  evaluation  of  carrying  value of  capitalized  costs and any
related  property and equipment  costs are based upon expected future cash flows
and/or  estimated   salvage  value  in  accordance  with  Accounting   Standards
Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

USE OF ESTIMATES AND ASSUMPTIONS

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

INCOME TAXES

INCOME taxes are provided in accordance  with ASC 740,  INCOME TAXES. A deferred
tax  asset or  liability  is  recorded  for all  temporary  differences  between
financial and tax reporting and net operating loss carry forwards.  Deferred tax
expense  (benefit)  results from the net change  during the year of deferred tax
assets and liabilities.

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

RECENT ACCOUNTING PRONOUNCEMENTS

 In March 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-11,
which is included in the  Codification  under ASC 815. This update clarifies the
type of  embedded  credit  derivative  that is exempt from  embedded  derivative
bifurcation requirements.  Only an embedded credit derivative that is related to
the  subordination  of one  financial  instrument  to another  qualifies for the
exemption.  This guidance became effective for the Company's  interim and annual
reporting  periods  beginning January 1, 2010. The adoption of this guidance did
not have a material impact on the Company's financial statements.

In  February  2010,  the FASB issued ASU No.  2010-09,  which is included in the
Codification  under ASC 855,  SUBSEQUENT EVENTS ("ASC 855"). This update removes
the requirement  for an SEC filer to disclose the date through which  subsequent

                                      F-7

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2010
                            (Stated in U.S. Dollars)
- --------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

events have been evaluated and became effective for interim and annual reporting
periods  beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company's financial statements.

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

FASB  Accounting  Standards  Codification  --  Effective  for interim and annual
periods  ending after  September 15, 2009,  the FASB has defined a new hierarchy
for U.S. GAAP and established the FASB Accounting  Standards  Codification (ASC)
as the sole source for authoritative  guidance to be applied by  nongovernmental
entities. The adoption of the ASC changes the manner in which U.S. GAAP guidance
is  referenced,  but it does not have any impact on our  financial  position  or
results of operations

In August 2009, the FASB issued ASU No. 2009-05,  "Measuring Liabilities at Fair
Value," or ASU  2009-05,  which  amends ASC 820 to  provide  clarification  of a
circumstances  in which a quoted  price in an  active  market  for an  identical
liability is not available. A reporting entity is required to measure fair value
using one or more of the following methods:  1) a valuation  technique that uses
a) the quoted  price of the  identical  liability  when traded as an asset or b)
quoted prices for similar  liabilities  (or similar  liabilities  when traded as
assets) and/or 2) a valuation  technique that is consistent  with the principles
of ASC 820. ASU 2009-05 also clarifies that when  estimating the fair value of a
liability,  a  reporting  entity is not  required  to adjust to  include  inputs
relating  to the  existence  of transfer  restrictions  on that  liability.  The
adoption  of this  ASU did not  have an  impact  on the  Company's  consolidated
financial statements.

In May 2009,  the FASB  issued  ASC No.  855  "Subsequent  Events".  ASC No. 855
establishes  general  standards of accounting  for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are  available  to be issued.  ASC No.  855 sets forth (1) The period  after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial  statements,  (2) The  circumstances  under which an entity should
recognize  events or transactions  occurring after the balance sheet date in its
financial  statements and (3) The  disclosures  that an entity should make about
events or  transactions  that occurred after the balance sheet date. ASC No. 855
was  effective  for interim or annual  financial  periods  ending after June 15,
2009.  The Company has evaluated  subsequent  events through June 30, 2010 which
represents the date on which the financial statements were issued.

In April 2009, the FASB issued  additional  disclosure  requirements  related to
fair values,  which are  included in ASC 820,  "Interim  Disclosures  about Fair
Value of Financial  Instruments." The provisions require  disclosures about fair
value of financial  instruments for interim reporting periods of publicly traded
companies  as  well  as  in  the  annual  financial  statements.   The  required
disclosures were effective for interim  reporting  periods ending after June 15,

                                      F-8

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2010
                            (Stated in U.S. Dollars)
- --------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2009.  The  adoption  of the  provision  did not have a  material  impact on the
Company's  statements  of financial  position,  results of  operations  and cash
flows.

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting  pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated a net loss of
$111,808 during the period from May 13, 2005  (inception) to June 30, 2010. This
condition raises  substantial doubt about the Company's ability to continue as a
going concern.

The Company will require additional funding for exploration beyond Phase 1, this
additional  funding may be raised through debt or equity  offerings.  Management
has yet to decide what type of offering the Company will use or how much capital
the Company will attempt to raise.  There is no guarantee  that the Company will
be able to raise any capital through any type of offerings.

NOTE 4. WARRANTS AND OPTIONS

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

NOTE 5. RELATED PARTY TRANSACTION

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

Loan from  shareholder  represents a loan from a related  party.  As of June 30,
2010 the loan balance is $59,300 ($57,000 as of June 30, 2009). Per the terms of
the loan,  Mr.  Bravo agrees to provide  funding to Placer Del Mar,  Ltd. in the
amount  necessary to continue the current  Phase One of the  company's  business
plan.  These funds shall continue  through Phase One for a period of twenty-four
months,  beginning  April 2010,  or until such time as the  company's  geologist
determines that further geological exploration is not warranted.  The loan is in
an  amount  up to  $6,000  per  month to  allow  the  company  to  continue  its
exploration  process  and pay other  operating  and filing  expenses.  All funds
provided  to Placer  Del Mar by Mr.  Bravo are  unsecured  and he has  agreed to
forego any  penalties or interest  should  Placer Del Mar be unable to repay any
funds provided to the Company.

                                      F-9

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2010
                            (Stated in U.S. Dollars)
- --------------------------------------------------------------------------------

NOTE 6. INCOME TAXES

                                                 As of                 As of
                                             June 30, 2010         June 30, 2009
                                             -------------         -------------
Deferred tax assets:
  Net operating tax carryforward               $ 111,808             $ 101,162
  Tax rate                                            34%                   34%
                                               ---------             ---------
Gross deferred tax assets                         38,015                34,395
Valuation allowance                              (38,015)              (34,395)
                                               ---------             ---------

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

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

NOTE 7.  NET OPERATING LOSSES

As of June 30,  2010,  the  Company has a net  operating  loss  carryforward  of
$111,808 ($101,162 as of June 30, 2009). 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.

                                      F-10

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2010
                            (Stated in U.S. Dollars)
- --------------------------------------------------------------------------------

NOTE 9. STOCK TRANSACTIONS

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

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

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

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

As of June 30, 2010 the Company had 1,720,000  shares of common stock issued and
outstanding.

NOTE 10. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of June 30, 2010:

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

NOTE 11. SUBSEQUENT EVENTS

The Company  evaluated all events or  transactions  that occurred after June 30,
2010 up through date the Company issued these financial statements.  During this
period, the Company did not have any material recognizable subsequent events.


                                      F-11

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



                                                                     As of                As of
                                                                  September 30,          June 30,
                                                                      2010                 2010
                                                                   ----------           ----------
                                                                   (Unaudited)
                                                                                  
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $    3,050           $    1,292
                                                                   ----------           ----------
      TOTAL CURRENT ASSETS                                              3,050                1,292
                                                                   ----------           ----------

      TOTAL ASSETS                                                 $    3,050           $    1,292
                                                                   ==========           ==========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                 $      400           $    9,600
  Loan from shareholder                                                79,300               59,300
                                                                   ----------           ----------
      TOTAL CURRENT LIABILITIES                                        79,700               68,900
                                                                   ----------           ----------
      TOTAL LIABILITIES                                                79,700               68,900

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 50,000,000 shares
   authorized; 1,720,000 shares issued and outstanding
   as of June 30, 2010 and June 30, 2009                                1,720                1,720
  Additional paid-in capital                                           42,480               42,480
  Deficit accumulated during exploration stage                       (120,850)            (111,808)
                                                                   ----------           ----------

      TOTAL STOCKHOLDERS' EQUITY                                      (76,650)             (67,608)
                                                                   ----------           ----------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $    3,050           $    1,292
                                                                   ==========           ==========



                       See Notes to Financial Statements

                                      F-12

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




                                                                                May 13, 2005
                                          Three Months       Three Months        (Inception )
                                             Ended            Year Ended           Through
                                          September 30,      September 30,      September 30,
                                              2010               2009               2010
                                           ----------         ----------         ----------
                                                                        
REVENUES
  Revenues                                 $       --         $       --         $       --
                                           ----------         ----------         ----------
TOTAL REVENUES                                     --                 --

OPERATING COSTS
  Exploration expenses                             --                 --             23,474
  Administrative expenses                       9,042                 24             97,376
                                           ----------         ----------         ----------
TOTAL OPERATING COSTS                           9,042                 24            120,850
                                           ----------         ----------         ----------

NET INCOME (LOSS)                          $   (9,042)        $      (24)        $ (120,850)
                                           ==========         ==========         ==========

BASIC EARNINGS PER SHARE                   $    (0.01)        $    (0.00)
                                           ==========         ==========
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                         1,720,000          1,720,000
                                           ==========         ==========



                       See Notes to Financial Statements

                                      F-13

                               PLACER DEL MAR, LTD
                         (An Exploration Stage Company)
                  Statements of Changes in Stockholders' Equity
            From May 13, 2005 (Inception) through September 30, 2010
                             (Stated in US Dollars)
- --------------------------------------------------------------------------------



                                                                                              Deficit
                                                                                            Accumulated
                                                               Common         Additional      During
                                                Common          Stock          Paid-in      Exploration
                                                Stock           Amount         Capital         Stage            Total
                                                -----           ------         -------         -----            -----
                                                                                              
BALANCE, MAY 13, 2005                                 --      $       --      $       --     $       --      $       --

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

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

Stock issued for cash on June 30, 2005
 @ $0.10 per share                               200,000             200          19,800                         20,000

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

Net loss,  June 30, 2006                                                                        (25,885)        (25,885)
                                              ----------      ----------      ----------     ----------      ----------
BALANCE, JUNE 30, 2006                         1,720,000           1,720          42,480        (29,385)         14,815
                                              ----------      ----------      ----------     ----------      ----------

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

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

Net Loss June 30, 2009                                                                          (24,649)        (24,649)
                                              ----------      ----------      ----------     ----------      ----------
BALANCE JUNE 30, 2009                          1,720,000           1,720          42,480       (101,162)        (56,962)
                                              ----------      ----------      ----------     ----------      ----------

Net Loss June 30, 2010                                                                          (10,646)        (10,646)
                                              ----------      ----------      ----------     ----------      ----------
BALANCE JUNE 30, 2010                          1,720,000           1,720          42,480       (111,808)        (67,608)
                                              ----------      ----------      ----------     ----------      ----------

Net Loss September 30, 2010                                                                       (9042)         (9,042)
                                              ----------      ----------      ----------     ----------      ----------

BALANCE SEPTEMBER 30, 2010 (UNAUDITED)         1,720,000      $    1,720      $   42,480     $ (120,850)     $  (76,650)
                                              ==========      ==========      ==========     ==========      ==========



                        See Notes to Financial Statements

                                      F-14

                               PLACER DEL MAR, LTD
                         (An Exploration Stage Company)
                       Statements of Cash Flow (Unaudited)
                             (Stated in US Dollars)
- --------------------------------------------------------------------------------



                                                                                                          May 13,2005
                                                                    Three Months       Three months        Inception
                                                                       Ended              Ended             Through
                                                                    September 30,      September 30,      September 30,
                                                                        2010               2009               2010
                                                                     -----------        -----------        -----------
                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                  $    (9,042)       $       (24)       $  (120,850)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Stock issued for services                                                --                 --             10,000
  Changes in operating assets and liabilities:
     Accounts payable and accrued expenses                                (9,200)                --                400
                                                                     -----------        -----------        -----------

           NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           (18,242)               (24)          (110,450)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan from shareholder                                     20,000                200             79,300
  Issuance of common stock                                                    --                 --              1,620
  Additional paid-in capital                                                  --                 --             32,580
                                                                     -----------        -----------        -----------

           NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            20,000                200            113,500
                                                                     -----------        -----------        -----------

NET INCREASE (DECREASE) IN CASH                                            1,758                176              3,050

CASH AT BEGINNING OF PERIOD                                                1,292                 38                 --
                                                                     -----------        -----------        -----------

CASH AT END OF PERIOD                                                $     3,050        $       214        $     3,050
                                                                     ===========        ===========        ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                           $       --         $        --        $        --
                                                                     ==========         ===========        ===========

  Income Taxes                                                       $       --         $        --        $        --
                                                                     ==========         ===========        ===========



                       See Notes to Financial Statements

                                      F-15

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 2010
                            (Stated in U.S. Dollars)


NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Placer Del Mar, Ltd. (the "Company") was  incorporated in the State of Nevada on
May 13, 2005, and its year-end is June 30. The Company is "An Exploration  Stage
Company" as defined by Financial  Accounting Standards Board ("FASB") Accounting
Standards  Codification ("ASC") 918, DEVELOPMENT STAGE ENTITIES. The Company 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

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

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

CASH EQUIVALENTS

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

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.  All
exploration  expenditures  are expensed as incurred.  Costs of  acquisition  and
option  costs  of  mineral  rights  are  capitalized  upon   acquisition.   Mine
development  costs incurred to develop new ore deposits,  to expand the capacity
of  mines,  or to  develop  mine  areas  substantially  in  advance  of  current
production are also capitalized once proven and probable  reserves exist and the
property is a commercially mineable property. Costs incurred to maintain current
production or to maintain  assets on a standby basis are charged to  operations.

                                      F-16

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 2010
                            (Stated in U.S. Dollars)


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

If the Company does not continue with exploration after the completion of the
feasibility study, the mineral rights will be expensed at that time. Costs of
abandoned projects are charged to mining costs including related property and
equipment costs. To determine if these costs are in excess of their recoverable
amount periodic evaluation of carrying value of capitalized costs and any
related property and equipment costs are based upon expected future cash flows
and/or estimated salvage value in accordance with Accounting Standards
Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

USE OF ESTIMATES AND ASSUMPTIONS

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

INCOME TAXES

INCOME taxes are provided in accordance  with ASC 740,  INCOME TAXES. A deferred
tax  asset or  liability  is  recorded  for all  temporary  differences  between
financial and tax reporting and net operating loss carry forwards.  Deferred tax
expense  (benefit)  results from the net change  during the year of deferred tax
assets and liabilities.

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

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-11,
which is included in the Codification under ASC 815. This update clarifies the
type of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements. Only an embedded credit derivative that is related to
the subordination of one financial instrument to another qualifies for the
exemption. This guidance became effective for the Company's interim and annual
reporting periods beginning January 1, 2010. The adoption of this guidance did
not have a material impact on the Company's financial statements.

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

                                      F-17

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 2010
                            (Stated in U.S. Dollars)


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

FASB  Accounting  Standards  Codification  --  Effective  for interim and annual
periods  ending after  September 15, 2009,  the FASB has defined a new hierarchy
for U.S. GAAP and established the FASB Accounting  Standards  Codification (ASC)
as the sole source for authoritative  guidance to be applied by  nongovernmental
entities. The adoption of the ASC changes the manner in which U.S. GAAP guidance
is  referenced,  but it does not have any impact on our  financial  position  or
results of operations

In August 2009, the FASB issued ASU No. 2009-05,  "Measuring Liabilities at Fair
Value," or ASU  2009-05,  which  amends ASC 820 to  provide  clarification  of a
circumstances  in which a quoted  price in an  active  market  for an  identical
liability is not available. A reporting entity is required to measure fair value
using one or more of the following methods:  1) a valuation  technique that uses
a) the quoted  price of the  identical  liability  when traded as an asset or b)
quoted prices for similar  liabilities  (or similar  liabilities  when traded as
assets) and/or 2) a valuation  technique that is consistent  with the principles
of ASC 820. ASU 2009-05 also clarifies that when  estimating the fair value of a
liability,  a  reporting  entity is not  required  to adjust to  include  inputs
relating  to the  existence  of transfer  restrictions  on that  liability.  The
adoption  of this  ASU did not  have an  impact  on the  Company's  consolidated
financial statements.

In May 2009,  the FASB  issued  ASC No.  855  "Subsequent  Events".  ASC No. 855
establishes  general  standards of accounting  for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are  available  to be issued.  ASC No.  855 sets forth (1) The period  after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial  statements,  (2) The  circumstances  under which an entity should
recognize  events or transactions  occurring after the balance sheet date in its
financial  statements and (3) The  disclosures  that an entity should make about
events or  transactions  that occurred after the balance sheet date. ASC No. 855
was  effective  for interim or annual  financial  periods  ending after June 15,
2009.  The Company has evaluated  subsequent  events through June 30, 2010 which
represents the date on which the financial statements were issued.

In April 2009, the FASB issued  additional  disclosure  requirements  related to
fair values,  which are  included in ASC 820,  "Interim  Disclosures  about Fair
Value of Financial  Instruments." The provisions require  disclosures about fair
value of financial  instruments for interim reporting periods of publicly traded
companies  as  well  as  in  the  annual  financial  statements.   The  required
disclosures were effective for interim  reporting  periods ending after June 15,
2009.  The  adoption  of the  provision  did not have a  material  impact on the
Company's  statements  of financial  position,  results of  operations  and cash
flows.

                                      F-18

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 2010
                            (Stated in U.S. Dollars)


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting  pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated a net loss of
$120,850 during the period from May 13, 2005  (inception) to September 30, 2010.
This condition raises  substantial doubt about the Company's ability to continue
as a going concern.

The Company will require additional funding for exploration beyond Phase 1, this
additional  funding may be raised through debt or equity  offerings.  Management
has yet to decide what type of offering the Company will use or how much capital
the Company will attempt to raise.  There is no guarantee  that the Company will
be able to raise any capital through any type of offerings.

NOTE 4. WARRANTS AND OPTIONS

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

NOTE 5. RELATED PARTY TRANSACTION

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

Loan from  shareholder  represents a loan from a related party.  As of September
30,  2010 the loan  balance is  $79,300.  Per the terms of the loan,  Mr.  Bravo
agrees to provide  funding to Placer Del Mar,  Ltd. in the amount  necessary  to
continue the current Phase One of the company's business plan. These funds shall
continue through Phase One for a period of twenty-four  months,  beginning April
2010,  or until such time as the  company's  geologist  determines  that further
geological  exploration is not warranted.  The loan is in an amount up to $6,000
per month to allow the company to continue its exploration process and pay other
operating and filing expenses. All funds provided to Placer Del Mar by Mr. Bravo
are  unsecured  and he has agreed to forego any  penalties  or  interest  should
Placer Del Mar be unable to repay any funds provided to the Company.

                                      F-19

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 2010
                            (Stated in U.S. Dollars)


NOTE 6. INCOME TAXES

                                                        As of September 30, 2010
                                                        ------------------------
     Deferred tax assets:
       Net operating tax carryforward                           $ 120,850
       Tax rate                                                        34%
                                                                ---------
     Gross deferred tax assets                                     41,089
     Valuation allowance                                          (41,089)
                                                                ---------

     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, 2010, the Company has a net operating loss  carryforward  of
$120,850. 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.

                                      F-20

                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                               September 30, 2010
                            (Stated in U.S. Dollars)


NOTE 9.  STOCK TRANSACTIONS

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

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

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

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

As of June 30, 2010 the Company had 1,720,000  shares of common stock issued and
outstanding.

NOTE 10. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of September 30, 2010:

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

NOTE 11. SUBSEQUENT EVENTS

MINERAL EXTRACTION AGREEMENT FOR CONCHUELA

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

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

Under the terms of the Mineral Rights Revenue  Sharing  Agreement (as amended on
December 8, 2010),  Mr.  Almarez  hereby  gives and grants to Placer Del Mar the
sole and exclusive right to establish  mineral claims on the Property,  recorded
as an asset of the  company  with a related  liability,  subject to a payment of
$400,000 by Placer to Mr.  Almarez to be paid in equal  payments over sixty (60)
months  in the  amount of $6,666  beginning  no later  than June 1, 2011 for the
exclusive right to begin extracting only Conchuela from the Property  commencing
December 8, 2010.  Such  payments  shall be lieu of the  original 1% Net Smelter
Returns  royalty  originally  reserved  in favor of Mr.  Almarez in the  Mineral
Rights  Revenue  Sharing  Agreement  dated April 24, 2006 and relate only to the
mining and extraction of Conchuela. All minerals, other than Conchuela, mined or
extracted from the Property remain subject to the 1% Net Smelter Returns royalty
as stated in the original  Mineral Rights Revenue Sharing  Agreement dated April
24, 2006.

                                      F-21





                      DEALER PROSPECTUS DELIVERY OBLIGATION

"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."


                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

                   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.

      Securities and Exchange Commission registration fee          $    6
      Accounting fees and expenses                                 $1,800
      Legal fees                                                   $1,300
      Transfer Agent fees                                          $  800
      Printing & Misc. Expenses                                    $1,094
                                                                   ------
      Total                                                        $5,000
                                                                   ======

Placer Del Mar will pay all expenses of the offering listed above. No portion of
these expenses will be borne by the selling shareholders.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Placer Del Mar's By-Laws allow for the indemnification of the officers and
directors in regard to their carrying out the duties of their offices. The board
of directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he/she has
met the applicable standard of conduct set forth in the Nevada General
Corporation Law.

Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:

"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.

                                      II-1

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.

4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:

     a.   By the stockholders;

     b.   By the board of directors by majority vote of a quorum consisting of
          directors who were not parties to the act, suit or proceeding;

     c.   If a majority vote of a quorum consisting of directors who were not
          parties to the act, suit or proceeding so orders, by independent legal
          counsel, in a written opinion; or

     d.   If a quorum consisting of directors who were not parties to the act,
          suit or proceeding cannot be obtained, by independent legal counsel in
          a written opinion.

5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be

                                      II-2

indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:

     a.   Does not include any other rights to which a person seeking
          indemnification or advancement of expenses may be entitled under the
          certificate or articles of incorporation or any bylaw, agreement, vote
          of stockholders or disinterested directors or otherwise, for either an
          action in his official capacity or an action in another capacity while
          holding his office, except that indemnification, unless ordered by a
          court pursuant to section 2 or for the advancement of expenses made
          pursuant to section 5, may not be made to or on behalf of any director
          or officer if a final adjudication establishes that his acts or
          omission involved intentional misconduct, fraud or a knowing violation
          of the law and was material to the cause of action.

     b.   Continues for a person who has ceased to be a director, officer,
          employee or agent and inures to the benefit of the heirs, executors
          and administrators of such a person.

     c.   The Articles of Incorporation provides that "the Corporation shall
          indemnify its officers, directors, employees and agents to the fullest
          extent permitted by the General Corporation Law of Nevada, as amended
          from time to time."

As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Placer Del Mar, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.

                     RECENT SALES OF UNREGISTERED SECURITIES

On May 20, 2005, Mr. Bravo, the sole officer and director of the company
purchased 1,000,000 shares of common stock for $10,000 ($0.01 per share). Mr.
Bravo received 100,000 shares of the company's common stock valued at $10,000
($0.10 per share) on May 22, 2006 in exchange for filing a mineral claim on the
company's behalf, for a total of 1,100,000 Rule 144 shares. The company relied
upon Section 4(2) of Securities Act of 1933, as amended (the "Act"). The company
issued the shares to the officer and director, which does not constitute a
public offering.

During May and June 2005, the company offered and sold 4,200 shares at $0.01 per
share to 42 non-affiliated private investors. During June 2005, the company
offered and sold 50,000 shares at $0.10 per share to 4 non-affiliated private
investors. The company relied upon Section 4(2) of the Securities Act of 1933,
as amended (the "Act"). Each prospective investor was given a private placement
memorandum designed to disclose all material aspects of an investment in the
company, including the business, management, offering details, risk factors,

                                      II-3

financial statements and use of funds. The investors were either business
acquaintances, family members, or friends of, or personally known to, our
officer and director. It is the belief of management that each of the
individuals who invested have such knowledge and experience in financial and
business matters that they are capable of evaluating the merits and risks of the
investment and therefore did not need the protections offered by registering
their shares under Securities and Exchange Act of 1933, as amended. Each
investor completed a subscription confirmation letter and private placement
subscription agreement whereby the investors certified that they were purchasing
the shares for their own accounts, with investment intent. This offering was not
accompanied by general advertisement or general solicitation and the shares were
issued with a Rule 144 restrictive legend.

Under the Securities Act of 1933, all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act. Rule 144 under the 1933 Act sets
forth conditions which, if satisfied, permit persons holding control securities
(affiliated shareholders, i.e., officers, directors or holders of at least ten
percent of the outstanding shares) or restricted securities (non-affiliated
shareholders) to sell such securities publicly without registration. Rule 144
sets forth a holding period for restricted securities to establish that the
holder did not purchase such securities with a view to distribute. Under Rule
144, several provisions must be met with respect to the sales of control
securities at any time and sales of restricted securities held between one and
two years. The following is a summary of the provisions of Rule 144: (a) Rule
144 is available only if the issuer is current in its filings under the
Securities and Exchange Act of 1934. Such filings include, but are not limited
to, the issuer's quarterly reports and annual reports; (b) Rule 144 allows
resale of restricted and control securities after a one year hold period,
subjected to certain volume limitations, and re-sales by non-affiliates holders
without limitations after two years; ( c ) The sales of securities made under
Rule 144 during any three-month period are limited to the greater of: (i) 1% of
the outstanding common stock of the issuer; or (ii) the average weekly reported
trading volume in the outstanding common stock reported on all securities
exchanges during the four calendar weeks preceding the filing of the required
notice of the sale under Rule 144 with the SEC.

                                    EXHIBITS

Exhibit 3.1       Articles of Incorporation
Exhibit 3.2       Bylaws
Exhibit 4         Speciman Stock Certificate
Exhibit 5.1       Opinion re: Legality and Consent of Counsel
Exhibit 10.1      Mineral Rights Option Agreement (superseded)
Exhibit 10.2      Mining Rights Revenue Share Agreement dated April 24, 2006
Exhibit 10.3      Comfort Letter dated April 15, 2010
Exhibit 10.4      Loan Agreement dated April 15, 2010
Exhibit 10.5      Mineral Rights Revenue Share Agreement dated December 8, 2010
Exhibit 10.6      Mineral Extraction Agreement
Exhibit 23        Consent of independent auditor

                                      II-4

                                  UNDERTAKINGS

a. The undersigned registrant hereby undertakes:

PLACER DEL MAR LTD. will:

(1)  File, during any period in which it offers or sells securities, a post
     effective amendment to this registration statement to:

     (i)  Include any prospectus required by Section 10(a)(3) of the Securities
          Act;
     (ii) Reflect in the prospectus any facts or events which, individually or
          together, represent a fundamental change in the information in the
          registration statement. Notwithstanding the foregoing, any increase or
          decrease in volume of securities offered (if the total dollar value of
          securities offered would not exceed that which was registered) and any
          deviation from the low or high end of the estimated maximum offering
          range may be reflected in the form of Prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the aggregate, the changes
          in volume and price represent no more than a 20 percent change in the
          maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement; and
     (iii) Include any additional or changed material information on the plan of
          distribution.

(2)  For determining liability under the Securities Act, treat each
     post-effective amendment as a new registration statement of the securities
     offered, and the offering of the securities at that time to be the initial
     bona fide offering.

(3)  File a post-effective amendment to remove from registration any of the
     securities that remain unsold at the end of the offering.

(4)  That, for the purpose of determining liability under the Securities Act of
     1933 to any purchaser in the initial distribution of the securities, we
     undertake that in a primary offering of our securities pursuant to this
     registration statement, regardless of the underwriting method used to sell
     the securities to the purchaser, if the securities are offered or sold to
     such purchaser by means of any of the following communications, we will be
     a seller to the purchaser and will be considered to offer or sell such
     securities to such purchaser:

     (i)  any preliminary prospectus or prospectus that we file relating to the
          offering required to be filed pursuant to Rule 424 (Section 230.424 of
          this chapter);
     (ii) any free writing prospectus relating to the offering prepared by or on
          our behalf or used or referred to by us;
     (iii) the portion of any other free writing prospectus relating to the
          offering containing material information about us or our securities
          provided by or on behalf of us; and
     (iv) any other communication that is an offer in the offering made by us to
          the purchaser.

                                      II-5

(5) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:

Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities, arising under the Securities Act of
1933 may be permitted to Directors, Officers, or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suite or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless, in the opinion of its counsel, the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question as to whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
State of California on December 20, 2010.

                                     Placer del Mar, Ltd., Registrant


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


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

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.


/s/ Humberto Bravo             Principal Executive Officer     December 20, 2010
- ---------------------------    ---------------------------     -----------------
Humberto Bravo                            Title                      Date


/s/ Humberto Bravo             PrincipalFinancial Officer      December 20, 2010
- ---------------------------    --------------------------      -----------------
Humberto Bravo                            Title                      Date


/s/ Humberto Bravo             Principal Accounting Officer    December 20, 2010
- ----------------------------   ----------------------------    -----------------
Humberto Bravo                            Title                      Date


                                      II-6

EX-3.1

                                                                    Exhibit 3(i)
Entity#
E0289912005-5
Document Number:
20050178177-98
Date Filed:
5/13/2005 10:20:59 AM
IN THE OFFICE OF
Dean Heller
DEAN HELLER SECRETARY OF STATE

                            ARTICLES OF INCORPORATION
                                       OF
                              Placer Del Mar, Ltd.
                              a Nevada Corporation

     FIRST: The name of the corporation is:

                              Placer Del Mar, Ltd.

     SECOND: The resident agent for this corporation shall be:

                            SAGE INTERNATIONAL, INC.

The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 Terminal Way, Suite 209, Reno,
Nevada, 89502, located in Washoe County, State of Nevada. This corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said corporation, and that this corporation may conduct all
corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
with the State of Nevada.

     THIRD: The objects for which this corporation is formed are as follows: to
engage in any lawful activity.

     FOURTH: That the total number of voting common stock authorized that may be
issued by the corporation is FIFTY MILLION (50,000,000) shares of stock with
..001 PAR VALUE, and no other class of stock shall be authorized. Said shares may
be issued by the corporation from time to time for such considerations as may be
fixed from time to time by the Board of Directors.

     FIFTH: The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the bylaws of this corporation, providing
that the number of directors shall not be reduced to less than one (1). The name
and post office address of the first Board of Directors shall be one (1) in
number and listed as follows:

             NAME                      ADDRESS
             ----                      -------
         Molly Wheeler     1135 Terminal Way, Suite 209
                           Reno, Nevada 89502


                                  1 of 3 pages.

     SIXTH: After the amount of the subscription price, the purchase price, of
the par value of the stock of any class or series is paid into the corporation,
owners or holders of shares of any stock in the corporation may never be
assessed to pay the debts of the corporation.

     SEVENTH: The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:

             NAME                      ADDRESS
             ----                      -------
         Molly Wheeler     1135 Terminal Way, Suite 209
                           Reno, Nevada 89502

     EIGHTH: The corporation is to have a perpetual existence.

     NINTH: No director or officer of the corporation shall be personally liable
to the corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer of for any act or omission of any such
director or officer; however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of this
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.

     TENTH: No shareholder shall be entitled as a matter of right to subscribe
for or receive additional shares of any class of stock of the corporation,
whether now or hereafter authorized, or any bonds, debentures or securities
convertible into stock, but such additional shares of stock or other securities
convertible into stock may be issued or disposed of by the Board of Directors to
such persons and on such terms as in its discretion it shall deem advisable.

     ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal and provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon the Stockholders herein are granted subject to this
reservation.


                                  2 of 3 pages.

     I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and accordingly have
hereunto set my hand May 11, 2005.


/s/ Molly Wheeler
- ----------------------------
MOLLY WHEELER, Incorporator

                          CERTIFICATE OF ACCEPTANCE OF
                          APPOINTMENT BY RESIDENT AGENT

SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident Agent of Placer
Del Mar, Ltd. in accordance with NRS 78.090.

SAGE INTERNATIONAL, INC.


By: /s/ Molly Wheeler
   ----------------------------
   MOLLY WHEELER, Manager             Date: May 11, 2005



                                  3 of 3 pages.

EX-3.2

                                                                     Exhibit 3.2

                                     BYLAWS

                                       OF

                              Placer Del Mar, Ltd.

                              a Nevada Corporation


                                   ARTICLE ONE

                                     OFFICES

Section 1.1 Registered  Office - The registered office of this corporation shall
be in the County of Washoe, State of Nevada.

Section 1.2 Other Offices - The  corporation may also have offices at such other
places both within and without the State of Nevada as the Board of Directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE TWO

                            MEETINGS OF STOCKHOLDERS

Section 2.1 Place - All annual meetings of the stockholders shall be held at the
registered  office of the  corporation  or at such other place within or without
the State of Nevada as the directors shall  determine.  Special  meetings of the
stockholders  may be held at such time and place  within or without the State of
Nevada as shall be stated in the notice of the  meeting,  or in a duly  executed
waiver of notice thereof.

Section 2.2 Annual  Meetings - Annual meetings of the  stockholders,  commencing
with the year 2006, shall be held on the 15th day of February each year if not a
legal holiday and, if a legal  holiday,  then on the next secular day following,
or at such other time as may be set by the Board of Directors from time to time,
at which the stockholders  shall elect by vote a Board of Directors and transact
such other business as may properly be brought before the meeting.

Section 2.3 Special  Meetings - Special  meetings of the  stockholders,  for any
purpose  or  purposes,  unless  otherwise  prescribed  by the  statute or by the
Articles of  Incorporation,  may be called by the  President or the Secretary by
resolution  of  the  Board  of  Directors  or  at  the  request  in  writing  of
stockholders  owning a  majority  in amount of the entire  capital  stock of the
corporation  issued and  outstanding  and entitled to vote.  Such request  shall
state the purpose of the proposed meeting.

Section  2.4 Notice of  Meetings - Notices of  meetings  shall be in writing and
signed by the  President or a  Vice-President  or the  Secretary or an Assistant
Secretary or by such other person or persons as the directors  shall  designate.
Such notice shall state the purpose for which the meeting is called and the time
and the place,  which may be within or  without  this  State,  where it is to be
held. A copy of such notice shall be either delivered  personally to or shall be
mailed,  postage prepaid to each  stockholder of record entitled to vote at such
meeting  not less than ten nor more than  sixty days  before  such  meeting.  If
mailed,  it shall ne directed to a stockholder at his address as it appears upon
the records of the  corporation  and upon such mailing of any such  notice,  the
service  thereof  shall be complete  and the time of the notice  shall be to run

from the date upon which such notice is deposited  in the mail for  transmission
to such  stockholder.  Personal  delivery of any such notice to any officer of a
corporation or association  or to any member of a partnership  shall  constitute
delivery of such notice to such corporation,  association or partnership. In the
event of the transfer of stock after delivery of such notice of and prior to the
holding of the  meeting it shall not be  necessary  to deliver of mail notice of
the meeting to the transferee.

Section 2.5 Purpose of Meetings - Business  transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

Section  2.6  Quorum  - The  holders  of a  majority  of the  stock  issued  and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
Articles  of  Incorporation.  If however,  such  quorum  shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the  meeting,  until  such  quorum  shall be  present  or  represented.  At such
adjourned  meeting  at  which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally notified.

Section 2.7 Voting - When a quorum is present or represented at any meeting, the
vote of the  holders of a majority  of the stock have  voting  power  present in
person or  represented  by proxy shall be  sufficient  to elect  directors or to
decide any questions  brought before such meeting,  unless  question is one upon
which by express  provision of the statutes or of the Articles of Incorporation,
a different vote is required in which case such express  provision  shall govern
and control the decision of such question.

Section 2.8 Share Voting - Each  stockholder of record of the corporation  shall
be entitled at each meeting of  stockholders to one vote for each share of stock
standing  in his name of the books of the  corporation.  Upon the  demand of any
stockholder,  the vote for directors  and the vote upon any question  before the
meeting shall be by ballot.

Section 2.9 Proxy - At any meeting of the  stockholders  any  stockholder may be
represented and vote by proxy or proxies  appointed by an instrument in writing.
In the event any such  instrument in writing shall designate two or more persons
to act as proxies,  a majority of such persons  present at the  meeting,  or, if
only one shall be present,  then that one shall have and may exercise all of the
powers  conferred  by  such  written  instrument  upon  all  of the  persons  so
designated unless the instrument shall otherwise  provide.  No proxy or power of
attorney to vote shall be used to vote at a meeting of the  stockholders  unless
it shall have been filed with the  secretary of the meeting when required by the
inspectors of election. All questions regarding the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
the inspectors of election who shall be appointed by the Board of Directors,  or
if not so appointed, then by the presiding officer of the meeting.

Section 2.10 Written  Consent in Lieu of Meeting - Any action which may be taken
by the vote of the  stockholders  at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting  power,  unless the  provisions of the statutes or of the Articles of
Incorporation  require a greater  proportion  of voting power to authorize  such
action in which  case such  greater  proportion  of  written  consents  shall be
required.

                                       2

                                  ARTICLE THREE

                                    DIRECTORS

Section  3.1 Powers - The  business of the  corporation  shall be managed by its
Board of Directors  which may exercise all such power of the  corporation and do
all such  lawful  acts and things as are not by statute  or by the  Articles  of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

Section 3.2 Number of Directors - The number of directors which shall constitute
the whole board shall be one (1). The number of directors  may from time to time
be  increased  or decreased to not less than one nor more than fifteen by action
of the Board of Directors.  The directors shall be elected at the Annual Meeting
of the  Stockholders  and except as provided in Section 2 of this Article,  each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

Section 3.3  Vacancies - Vacancies  in the Board of  Directors  including  those
caused by an increase in the number of directors, may be filled by a majority of
the  remaining  directors,  though  less than a quorum,  or by a sole  remaining
director,  and each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders.  The holders of a
two-thirds of the  outstanding  shares of stock entitled to vote may at any time
peremptorily  terminate  the term of office of all or any of the  directors by a
vote at a meeting called for such purpose or by a written  statement  filed with
the secretary or, in his absence,  with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously and the
vacancies on the Board of Directors  resulting therefrom shall be filled only by
the stockholders.

A vacancy or  vacancies  in the Board of  Directors  shall be deemed to exist in
case of the death, resignation or removal of any directors, or if the authorized
number of directors be increased,  or if the stockholders  fail at any annual or
special  meeting of  stockholders at which any director or directors are elected
to  elect  the full  authorized  number  of  directors  to be voted  for at that
meeting.

The  stockholders  may elect a  director  or  directors  at any time to fill any
vacancy or  vacancies  not filled by the  directors.  If the Board of  Directors
accepts the resignation of a director  tendered to take effect at a future time,
the Board or the stockholders  shall have the power to elect a successor to take
office when the resignation is to become effective.

No reduction  of the  authorized  number of  directors  shall have the effect of
removing any director prior to the expiration of his term of office.

                                  ARTICLE FOUR

                       MEETINGS OF THE BOARD OF DIRECTORS

Section 4.1 Place - Regular  meetings of the Board of Directors shall be held at
any place  within or without  the State which has been  designated  from time to
time by  resolution  of the Board or by written  consent  of all  members of the
Board. In the absence of such designation, regular meetings shall be held at the
registered office of the corporation.  Special meetings of the Board may be held
either at a place so designated or at the registered office.

                                       3

Section 4.2 First  Meeting - The first  meeting of each newly  elected  Board of
Directors shall be held immediately  following the adjournment of the meeting of
stockholders  and at the  place  thereof.  No notice  of such  meeting  shall be
necessary to the directors in order legally to constitute the meeting,  provided
a quorum be present.  In the event such meeting is not so held,  the meeting may
be held at such  time  and  place as shall  be  specified  in a notice  given as
hereinafter provided for special meetings of the Board of Directors.

Section 4.3 Regular Meetings - Regular meetings of the Board of Directors may be
held without call or notice at such time and at such place as shall from time to
time be fixed and determined by the Board of Directors.

Section 4.4 Special Meetings - Special meetings of the Board of Directors may be
called by the Chairman or the  President or by any Vice  President or by any two
Directors.

Written  notice of the time and place of  special  meetings  shall be  delivered
personally to each  director,  or sent to each director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the  records,  or if not  readily  ascertainable,  at the place in
which the meetings of the directors  are regularly  held. In case such notice is
mailed or  telegraphed,  it shall be  deposited  in the  United  States  mail or
delivered to the telegraph  company at least forty-eight (48) hours prior to the
time of the holding of the  meeting.  In case such notice is  delivered as above
provided,  it shall be so delivered at least twenty-four (24) hours prior to the
time of the holding of the meeting.  Such mailing,  telegraphing  or delivery as
above provided shall be due, legal and personal notice to such director.

Section  4.5  Notice - Notice  of the time and  place of  holding  an  adjourned
meeting need not be given to the absent directors if the time and place be fixed
at the meeting adjourned.

Section 4.6 Waiver - The  transactions of any meeting of the Board of Directors,
however called and noticed or wherever held,  shall be as valid as though had at
a meeting duly held after regular call and notice,  if a quorum be present,  and
if, wither before or after the meeting,  each of the directors not present signs
a written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof.  All such waivers,  consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

Section 4.7 Quorum - A majority of the authorized  number of directors  shall be
necessary to  constitute  a quorum for the  transaction  of business,  except to
adjourn  as  hereinafter  provided.  Every  act or  decision  done  or made by a
majority of the  directors  present at a meeting  duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law of by the Articles of  Incorporation.  Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented  to in  writing by all of the other  members  of the Board  shall be as
valid  and  effective  in all  respects  as if  passed by the Board in a regular
meeting.

Section 4.8  Adjournment  - A quorum of the  directors may adjourn any directors
meeting to meet again at a stated day and hour; provided,  however,  that in the
absence  of a quorum,  a majority  of the  directors  present  at any  directors
meeting, wither regular or special, may adjourn from time to time until the time
fixed for the next regular meeting of the Board.

                                       4

                                  ARTICLE FIVE

                             COMMITTEES OF DIRECTORS

Section 5.1 Power to  Designate  - The Board of  Directors  may,  by  resolution
adopted by a majority of the whole Board, designate on or more committees of the
Board of Directors, each committee to consist of one or more of the directors of
the corporation which, to the extent provided in the resolution,  shall have and
may  exercise  the  power of the Board of  Directors  in the  management  of the
business and affairs of the Corporation and may have power to authorize the seal
of the corporation be affixed to all papers which may require it. Such committee
or committees  shall have such name or names as may be  determined  from time to
time by the Board of Directors. The members of any such committee present at any
meeting and not  disqualified  form voting may, whether or not they constitute a
quorum,  unanimously  appoint another member of the Board of Directors to act at
the meeting in the place of any absent or  disqualified  member.  At meetings of
such committees, a majority of the members or alternate members shall constitute
a quorum for the  transaction  of  business,  and the act of a  majority  of the
members or alternate  members at any meeting at which there is a quorum shall be
the act of the committee.

Section 5.2 Regular Minutes - The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.

Section 5.3 Written  Consent - Any action  required or  permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting if a written  consent  thereto is signed by all members of the
Board of  Directors or of such  committee,  as the case may be, and such written
consent is filed with the minutes of the proceedings of the Board or committee.

                                   ARTICLE SIX

                            COMPENSATION OF DIRECTORS

Section  6.1  Compensation  - The  directors  may  be  paid  their  expenses  of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  attendance  at each meeting of the Board of Directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of  special  or  standing  committees  may be  allowed  like  reimbursement  and
compensation for attending committee meetings.

                                  ARTICLE SEVEN

                                     NOTICES

Section 7.1 Notice - Notices to directors and  stockholders  shall be in writing
and delivered  personally or mailed to the  directors or  stockholders  at their
addresses  appearing  on the books of the  corporation.  Notice by mail shall be
deemed  to be given  at the time  when the  same  shall  be  mailed.  Notice  to
directors may also be given by telegram.

Section 7.2  Consent - Whenever  all  parties  entitled to vote at any  meeting,
whether directors or stockholders,  consent,  either by a writing on the records
of the meeting or filed with the  secretary,  or by presence at such meeting and
oral consent entered on the minutes,  or by taking part in the  deliberations at
such meeting without objection, the doings of such meetings shall be valid as if
had at a meeting regularly called and noticed,  and at such meeting any business
may be  transacted  which is not  excepted  from the  written  consent or to the
consideration  of which no objection for want of notice is made at the time, and

                                       5

if any meeting be irregular  for want of notice or of such  consent,  provided a
quorum was  present at such  meeting,  the  proceedings  of said  meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein  waived by a writing  signed by all parties  having the right to vote at
such meeting;  and such consent or approval of  stockholders  may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.

Section  7.3 Waiver of Notice - Whenever  any notice  whatever is required to be
given under the provisions of the statutes,  of the Articles of Incorporation or
of these Bylaws,  a waiver  thereof in writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                  ARTICLE EIGHT

                                    OFFICERS

Section 8.1 Appointment of Officers - The officers of the  corporation  shall be
chosen by the Board of  Directors  and shall be a President,  a Secretary  and a
Treasurer. Any person may hold two or more offices.

Section 8.2 Time of  Appointment  - The Board of Directors at its first  meeting
after each annual meeting of  stockholders  shall choose a Chairman of the Board
who shall be a  director,  and  shall  choose a  President,  a  Secretary  and a
Treasurer, none of whom need to be directors.

Section  8.3  Additional  Officers  - The  Board  of  Directors  may  appoint  a
Vice-Chairman  of  the  Board,   Vice-Presidents   and  one  or  more  Assistant
Secretaries  and Assistant  Treasurers  and such other officers and agents as it
shall  deem  necessary  who shall hold  their  offices  for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

Section 8.4  Salaries - The  salaries  and  compensation  of all officers of the
corporation shall be fixed by the Board of Directors.

Section 8.5 Vacancies - The officers of the corporation shall hold office at the
pleasure of the Board of  Directors.  Any officer  elected or  appointed  by the
Board of  Directors  may be removed at any time by the Board of  Directors.  Any
vacancy  occurring  in any  office of the  corporation  by  death,  resignation,
removal or otherwise shall be filled by the Board of Directors.

Section 8.6 Chairman of the Board - The  Chairman of the Board shall  preside at
meetings of the stockholders and the Board of Directors,  and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

Section  8.7  Vice-Chairman  -  The  Vice-Chairman  shall,  in  the  absence  or
disability  of the  Chairman of the Board,  perform the duties and  exercise the
powers of the  Chairman of the Board and shall  perform such other duties as the
Board of Directors may from time to time prescribe.

Section 8.8 President - The President  shall be the chief  executive  officer of
the  corporation  and  shall  have  active  management  of the  business  of the
corporation.  He shall  execute  on behalf of the  corporation  all  instruments
requiring such execution except to the extent the signing and execution  thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.

Section 8.9 Vice-President - The Vice-President shall act under the direction of
the President  and in the absence or  disability of the President  shall perform
the duties and exercise  the powers of the  President.  They shall  perform such

                                       6

other  duties  and have  such  other  powers  as the  President  or the Board of
Directors may from time to time prescribe.  The Board of Directors may designate
one or more  Executive  Vice-Presidents  or may  otherwise  specify the order of
seniority of the  Vice-Presidents.  The duties and powers of the President shall
descend to the Vice-Presidents in such specified order of seniority.

Section  8.10  Secretary - The  Secretary  shall act under the  direction of the
President.  Subject  to the  direction  of the  President  he shall  attend  all
meetings of the Board of  Directors  and all  meetings of the  stockholders  and
record the proceedings. He shall perform like duties for the standing committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings of the Board of  Directors,  and shall
perform such other duties as may be  prescribed by the President or the Board of
Directors.

Section 8.11 Assistant  Secretaries - The Assistant  Secretaries shall act under
the direction of the President.  In order of their  seniority,  unless otherwise
determined  by the  President  or the Board of  Directors,  they  shall,  in the
absence or  disability  of the  Secretary,  perform the duties and  exercise the
powers of the  Secretary.  They shall  perform  such other  duties and have such
other powers as the  President  or the Board of Directors  may from time to time
prescribe.

Section  8.12  Treasurer - The  Treasurer  shall act under the  direction of the
President.  Subject to the  direction of the  President he shall have custody of
the corporate funds and securities and shall keep full and accurate  accounts of
receipts  and  disbursements  in books  belonging to the  corporation  and shall
deposit all monies and other  valuable  effects in the name and to the credit of
the  corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  He shall disburse the funds of the  corporation as may be ordered by
the  President  or the  Board of  Directors,  taking  proper  vouchers  for such
disbursements,  and shall render to the President and the Board of Directors, at
its regular meetings,  or when the Board of Directors so requires, an account of
all of his  transactions  as  Treasurer  and of the  financial  condition of the
corporation.

Section 8.13 Surety - If required by the Board of  Directors,  he shall give the
corporation  a bond in such sum and with  such  surety or  sureties  as shall be
satisfactory  to the Board of  Directors  for the  faithful  performance  of the
duties of his  office and for the  restoration  of the  corporation,  in case of
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control belonging to the corporation.

Section 8.14 Assistant Treasurer - The Assistant Treasurer in the order of their
seniority,  unless  otherwise  determined  by  the  President  or the  Board  of
Directors,  shall,  in the absence or disability of the  Treasurer,  perform the
duties and exercise the powers of the  Treasurer.  They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.

                                  ARTICLE NINE

                              CERTIFICATES OF STOCK

Section 9.1 Share  Certificates - Every  stockholder shall be entitled to have a
certificate  signed by the President or a Vice-President and the Treasurer or an
Assistant   Treasurer  or  the  Secretary  or  an  Assistant  Secretary  of  the
corporation, certifying the number of shares owned by him in the corporation. If
the  corporation  shall be  authorized  to issue more than one class of stock or
more than one series of any class, the  designations,  preferences and relative,
participating,  optional or other special rights of the various classes of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
rights,  shall  be set  forth in full or  summarized  on the face or back of the
certificate which the corporation  shall issue to represent such stock.

                                       7

Section 9.2 Transfer Agents - If a certificate is signed (a) by a transfer agent
other than the corporation or its employees or (b) by a registrar other than the
corporation or its employees,  the signatures of the officers of the corporation
may be  facsimiles.  In case any  officer  who has  signed  or  whose  facsimile
signature has been placed on a certificate shall cease to be such officer before
such certificate is issued,  such certificate may be issued with the same effect
as  though  the  person  had not  ceased  to be such  officer.  The  seal of the
corporation,  or  a  facsimile  thereof,  may,  but  need  not  be,  affixed  to
certificates of stock.

Section 9.3 Lost or Stolen  Certificates  - The Board of Directors  may direct a
new  certificate  or  certificates  to be issued in place of any  certificate or
certificates  theretofore issued by the corporation alleged to have been lost or
destroyed  upon the making of an affidavit  of that fact by the person  claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same  in  such  manner  as it  shall  require  and/or  give  the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

Section 9.4 Share  Transfers - Upon surrender to the corporation or the transfer
agent  of  the  corporation  of  a  certificate  for  shares  duly  endorsed  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the corporation,  if it is satisfied that all
provisions of the laws and regulations  applicable to the corporation  regarding
the transfer and  ownership of shares have been  complied  with,  to issue a new
certificate  to the person  entitled  thereto,  cancel the old  certificate  and
record the transaction upon its books.

Section 9.5 Voting  Shareholder  - The Board of  Directors  may fix in advance a
date  not  exceeding  sixty  (60)  days  preceding  the date of any  meeting  of
stockholders,  or the date for the payment of any dividend,  or the date for the
allotment of rights,  or the date when any change or  conversion  or exchange of
capital stock shall go into effect,  or a date in connection  with obtaining the
consent of stockholders for any purpose,  as a record date for the determination
of the stockholders  entitled to notice of and to vote at any such meeting,  and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to give  such  consent,  and in such  case,  such  stockholders,  and only  such
stockholders  as shall be stockholder  of record on the date so fixed,  shall be
entitled to notice of and to vote at such meeting,  or any adjournment  thereof,
or to receive payment of such dividend,  or to receive such allotment of rights,
or to  exercise  such  rights,  or to give  such  consent,  as the  case may be,
notwithstanding  any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

Section 9.6 Shareholders Record - The corporation shall be entitled to recognize
the person  registered  on its books as the owner of shares to be the  exclusive
owner for all purposes including voting and dividends, and the corporation shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Nevada.

                                   ARTICLE TEN

                               GENERAL PROVISIONS

Section 10.1  Dividends - Dividends  upon the capital stock of the  corporation,
subject to the  provisions  of the  Articles of  Incorporation,  if any,  may be
declared by the Board of Directors at any regular or special  meeting,  pursuant
to law.  Dividends  may be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.

                                       8

Section 10.2 Reserves - Before  payment of any dividend,  there may be set aside
out of any funds of the corporation  available for dividends such sum or sums as
the directors may from time to time, in their absolute discretion,  think proper
as a reserve or reserves to meet contingencies,  or for equalizing  dividends or
for repairing or maintaining  any property of the  corporation or for such other
purpose as the directors think conducive to the interest of the corporation, and
the  directors  may modify or abolish any such reserve in the manner in which it
was created.

Section  10.3  Checks  - All  checks  or  demands  for  money  and  notes of the
corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Section 10.4 Fiscal Year - The fiscal year of the corporation  shall be fixed by
resolution of the Board of Directors.

Section 10.5  Corporate Seal - The  corporation  may or may not have a corporate
seal,  as may from  time to time be  determined  by  resolution  of the Board of
Directors.  If a corporate seal is adopted,  it shall have inscribed thereon the
name of the Corporation and the words  "Corporate  Seal" and "Nevada".  The seal
may be used by causing it or a facsimile  thereof to be  impressed or affixed or
in any manner reproduced.

                                 ARTICLE ELEVEN

                                 INDEMNIFICATION

Every person who was or is a party or is  threatened to be made a party to or is
involved  in  any  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom he is the legal  representative  is or was a  director  or  officer  of the
corporation  or is or was  serving  at the  request of the  corporation  for its
benefit  as  a  director   or  officer  of  another   corporation,   or  as  its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses,  liability and loss (including attorneys' fees, judgements,  fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in  connection  herewith.  The  expenses  of  officers  and  directors  incurred
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or proceeding  upon receipt of any  undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  Such right of indemnification  shall be a contract right which may
be enforced in any manner desired by the person.  Such right of  indemnification
shall not be  exclusive  of any other  right which such  directors,  officers or
representatives  may  have  or  hereafter  acquire  and,  without  limiting  the
generality of such statement,  they shall be entitled to their respective rights
of indemnification under any bylaw, agreement,  vote of stockholders,  provision
of law or otherwise, as well as their rights by this Article.

The Board of  Directors  may cause the  corporation  to  purchase  and  maintain
insurance  on behalf of any person  who is or was a  director  or officer of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director  or officer  of  another  corporation,  or as its  representative  in a
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against such person and incurred in any such capacity or arising out of
such status,  whether or not the  corporation  would have the power to indemnify
such person.

                                       9

The Board of Directors may from time to time adopt  further  Bylaws with respect
to  indemnification  and may amend these and such Bylaws to provide at all times
the fullest  indemnification  permitted  by the General  Corporation  Law of the
State of Nevada.

                                 ARTICLE TWELVE

                                   AMENDMENTS

Section 12.1 By  Shareholder  - The Bylaws may be amended by a majority  vote of
all the stock  issued  and  outstanding  and  entitled  to vote at any annual or
special meeting of the stockholders, provided notice of intention to amend shall
have been contained in the notice of the meeting.

Section 12.2 By Board of  Directors - The Board of Directors by a majority  vote
of the whole  Board at any  meeting may amend  these  Bylaws,  including  Bylaws
adopted by the stockholders,  but the stockholders may from time to time specify
particular  provisions  of the Bylaws which shall not be amended by the Board of
Directors.

     APPROVED and ADOPTED this 15th day of May, 2005.


                                    /s/ Humberto Bravo
                                    ---------------------------------
                                    Secretary

                                       10

                            CERTIFICATE OF SECRETARY

     I hereby  certify that I am the Secretary of Placer Del Mar, Ltd., and that
the foregoing Bylaws,  consisting of 11 pages,  constitute the code of Bylaws of
Placer  Del Mar,  Ltd.,  as duly  adopted  at a regular  meeting of the Board of
Directors of the corporation held May 15, 2005.

     IN WITNESS  WHEREOF,  I have  hereunto  subscribed my name this 15th day of
May, 2005.


                                    /s/ Humberto Bravo
                                    ---------------------------------
                                    Secretary

                                       11

EX-4

                                                                       Exhibit 4
                                                                         (Front)

Not Valid Unless Countersigned by Transfer Agent


Certificate
  Number                                                                 Shares

Placer Del Mar, Ltd.
Incorporated Under the Laws of the State of Nevada

Cusip No. 726048101

Par Value: $0.001
Common Stock

This Certifies that

Is The Owner Of

Fully Paid and Non- Assessable Shares of the Common Stock par value $0.001 each
of

Placer Del Mar, Ltd.

Transferable  on the books of the  Corporation  in person or by duly  authorized
attorney upon surrender of this Certificate properly endorsed.  This Certificate
is not valid until  countersigned  by the Transfer  Agent and  registered by the
Registrar.

Witness this facsimile seal of the Corporation  and the facsimile  signatures of
its duly authorized officers.

Dated:


/s/ Humberto Bravo
- ----------------------------
President

                                    Corporate
                                      Seal

                                   Countersigned and Registered:
                                   Island Stock Transfer


                                   By: _________________________________________
                                       Authorized Signature
                                       100 Second Avenue South, Suite 104N
                                       St.  Petersburg,  FL  33701
                                       727.289.0010

                                                                       Exhibit 4
                                                                          (Back)

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common                UNIF GIFT MIN ACT ___ Custodian___
TEN ENT - as tenants by the entireties                        (Cust)     (Minor)
JT TEN -  as joint tenants with right                     under Uniform Gifts to
          of survivorship and not as                      Act____________
          tenants in common                                    (State)

Additional abbreviations my also be used thought not in the above list.

For Value Received, ______________________ hereby sell, assign and transfer unto


- --------------------------------------
Please insert Social Security or other
Identifying Number of Assignee


- --------------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code of assignee)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Shares of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint ____________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated _________________________


Notice: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without alteration
or enlargement or any change whatever

*    NOTICE SIGNATURE GUARANTEED:

Signature(s) must be guaranteed by a firm which is a member of a registered
national stock exchange, or by a banker (other than a savings bank), or a trust
company. The guaranteeing firm must be a member of the Medallion Guarantee
Program.

Transfer fee will apply

                                      2

EX-5.1

                                                                     Exhibit 5.1

                             OPINION AS TO LEGALITY

                            JILL ARLENE ROBBINS, P.A.
                                  525 93 Street
                             Surfside, Florida 33154
                                 (305) 531-1174
                           Facsimile: (305) 531-1274
                          Email: jillarlene@jarepa.com


December 17, 2010

United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549

Re: Placer Del Mar, Ltd.

Ladies and Gentlemen:

The Law Offices of Jill Arlene  Robbins,  P.A. has acted as special  counsel for
Placer Del Mar,  Ltd.,  a Nevada  corporation  (the  "Company")  for the limited
purpose of rendering this opinion in connection with the registration  (pursuant
to the Registration  Statement on Form S-1) of 620,000 shares of common stock of
the Company  (the "Common  Stock') to be offered to be offered by the  Company's
shareholders (the "Registered Shares") under the Securities Act of 1933.

I have examined the Company's Articles of incorporation, by-laws, and such other
corporate  records,  documents and proceedings and such questions of laws I have
deemed  relevant for the purpose of this opinion,  including but not limited to,
Nevada law including the statutory provisions,  all applicable provisions of the
Nevada Constitution and reported judicial decisions  interpreting those laws. In
my  examination,   I  have  assumed  the  genuineness  of  all  signatures,  the
authenticity of all documents submitted to me as originals,  and conformity with
the originals of all documents submitted to me as copies thereof. In addition, I
have made such other  examinations of law and fact, as I have deemed relevant in
order to form a basis for the opinion hereinafter expressed.

On the basis of such examination, I am of the opinion that:

     1.   The Company is a corporation  duly authorized and validly existing and
          in good standing under the laws of the State of Nevada, with corporate
          power  to  conduct  its  business  as  described  in the  Registration
          Statement.

     2.   The Company has an authorized  capitalization  of 50,000,000 shares of
          Common Stock, $0.001 par value.

     3.   The shares of Common Stock  currently  issued and outstanding are duly
          authorized  and  validly  issued  as fully  paid  and  non-assessable,
          pursuant to the corporate  law of the State of Nevada  (Chapter 78A of
          the Nevada Revised Statutes).

     4.   All of the Registered Shares are duly authorized and validly issued as
          fully paid and  non-assessable  pursuant to the  corporate  law of the
          State of Nevada (Chapter 78A of the Nevada Revised Statutes).

This  opinion   includes  my  opinion  on  Nevada  law   including   the  Nevada
Constitution,  all  applicable  provisions  of  Nevada  statutes,  and  reported
judicial decisions interpreting those laws.

This opinion letter is limited to the matters  stated herein,  and no opinion is
implied or may be inferred beyond the matters expressly stated. I hereby consent
to the use of my opinion  as herein set forth as an exhibit to the  Registration
Statement  and to the use of my name  under  the  caption  "INTERESTS  OF  NAMED
EXPERTS  AND  COUNSEL"  in the  Prospectus  forming  a part of the  Registration
Statement.  In giving this consent, I do not hereby admit that I come within the
category of persons whose consent is required  under Section 7 of the Securities
Act of 1933 or the rules and  regulations of the SEC  promulgated  thereunder or
Item 509 of Regulation S-K.

Very truly yours,


                             /s/ Jill Arlene Robbins
                         -------------------------------
                          JILL ARLENE ROBBINS, ESQUIRE

EX-10.1

                                                                    Exhibit 10.1

                         MINERAL RIGHTS OPTION AGREEMENT


     THIS AGREEMENT dated for reference June 3, 2005.

BETWEEN:

          , an individual under the laws of the Mexico and having an office at;

                  Jorge Alberto Almarez ("Mr. Almarez")
                  157 Calle Federico
                  Rosarito, BC Mexico

                                                               OF THE FIRST PART

AND:

          , a body corporate, duly incorporated under the laws of the state of
Nevada and having an office at ;

         Placer Del Mar, Ltd. ("PLACER")
         3707 Fifth Ave. 35 San Diego, CA 92103-4221

                                                              OF THE SECOND PART

W H E R E A S :

A. [Mr. Almarez] is the registered and beneficial owner of those mineral
property concession interests located in , known as the claims/property~, which
are more particularly described in Schedule "A" which is attached hereto and
which forms a material part hereof (collectively, the "PROPERTY");

B. [Mr. Almarez] has agreed to grant to [Placer] the right, privilege and option
to explore the Property together with the right, privilege and option to
purchase the Property upon terms and conditions hereinafter set forth;

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS

     For the purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the following words and phrases shall
have the following meanings:

(a)  "AGREEMENT" means this Mineral Property Option Agreement as entered into
     between [Mr. Almarez] and [Placer] herein, together with any Schedules
     attached hereto;

                                       2


(b)  "AREA OF INFLUENCE" has the meaning as set forth in paragraph 5.2 herein;

(c)  "COMMERCIAL PRODUCTION" means the operation of the Property or any portion
     thereof as a producing mine and the production of mineral products there
     from (excluding bulk sampling or pilot plant operations, if any) for a
     period of 30 consecutive days at not less than 60% of the plant's initial
     rated capacity;

(d)  "CONCESSIONS" means all mineral concessions located on the Property;

(e)  "DELIVERY" has the meaning as set forth in paragraph 6 herein;

(f)  "EFFECTIVE DATE" means five days following the date of final written
     approval to the terms and conditions of this Agreement and any amendment
     thereto;

(g)  "ESCROW HOLDER" has the meaning as set forth in paragraph 15 herein;

(i)  "EXPENDITURES" means all cash, expenses, obligations and liabilities of
     whatever kind or nature spent or incurred directly or indirectly by the
     Operator and [Placer] up to and including the date of commencement of
     Commercial Production in connection with the exploration and development of
     the Property, the acquisition of Other Tenements, and the equipping of the
     Property for Commercial Production, including, without limiting the
     generality of the foregoing, monies expended in maintaining the Property in
     good standing by doing and filing assessment work, in doing geophysical,
     geochemical and geological surveys, drilling, assaying and metallurgical
     testing, in acquiring facilities, in paying the fees, wages, salaries,
     travelling expenses, and fringe benefits (whether or not required by law)
     of all persons engaged in work in respect to and for the benefit of the
     Property, in paying for the food, lodging and other reasonable needs of
     such men, and in supervision and management of all work done with respect
     to and for the benefit of the Property, plus an amount not to exceed 15% of
     such Operating Costs and Expenditures as compensation for overhead and
     other similar expenses which [Placer] will incur but cannot be specifically
     allocated; and sufficient initial working capital to finance the first
     three months of production as in the opinion of [Placer] is required for
     the Operation of the Property as a Mine;

(j)  "EXPLORATION AND DEVELOPMENT" means, INTER ALIA, all direct and indirect
     Property preparation, analysis (and activities incident thereto),
     administration and filing work and Expenditures conducted and incurred by
     the Operator and [Placer], at their instruction, or on their behalf, or by
     assignment to another party, for the purpose of determining the existence
     of Product on the Property;

(k)  "FEASIBILITY STUDY" has the meaning as set forth in paragraph 5 herein;

(l)  "INTEREST" has the meaning as set forth in paragraph 5.2 herein;

(m)  "MINERAL PRODUCTS" means all ores, gravel, sand, metals, gems and minerals
     mined or extracted from the Property or any portion thereof and any
     concentrates produced there from;

                                       3


(n)  "MINING FACILITIES" means all mines and plants, including without
     limitation, all pits, shafts, haulage ways, and other underground workings,
     and all buildings, plants, facilities and other structures, fixtures and
     improvements, and all other property, whether fixed or moveable, as the
     same may exist at any time in, on or outside the Property and relating to
     the Operation of the Property as a Mine;

(o)  "NET SMELTER RETURNS" means the net amount shown due by the smelter or
     other place of sale from the sale of Mineral Products, as indicated by its
     returns or settlement sheets, after payment of (1) all freight charges from
     the shipping point to the smelter or other place of sale, (2) all other
     proper treatment or other charges at such smelter or other place of sale,
     and (3) provincial or federal royalties due and payable on production, if
     any;

(p)  "OPERATING COSTS" means, for any period, all costs, expenses, obligations,
     liabilities and charges of whatsoever kind and nature incurred or
     chargeable, directly or indirectly by [Placer], after commencement of
     Commercial Production in connection with the Operation of the Property as a
     Mine during the period, which costs, expenses, obligations, liabilities and
     charges shall include, without limiting the generality of the foregoing,
     the following:

(i)  all costs of or related to the Operation of the Property as a Mine;

(ii) all costs of or related to the processing and marketing of Mineral Products
     including, without limitation, transportation, storage, commissions and
     discounts;

(iii) all costs of acquiring Other Tenements and maintaining in good standing or
     renewing from time to time the Property including the payment of all
     royalties and taxes of any nature whatsoever in connection therewith;

(iv) all costs of or related to providing and/or operating employee facilities,
     including housing;

(v)  all duties, charges, levies, royalties, taxes and other payments of any
     kind whatsoever imposed upon or in connection with Operating the Property
     as a Mine by any government or municipality or department or agency
     thereof;

(vi) all actual costs of [Placer] for providing technical, management and/or
     supervisory services (the intent being that [Placer] will neither realize a
     profit nor suffer a loss as a result of its management activity);

(vii) all costs of consulting, legal, accounting, insurance and other services;

(viii) all interest expenditures incurred after commencement of Commercial
     Production;

(ix) all costs of construction, equipment, mine development, after commencement
     of Commercial Production;

                                       4


(x)  all costs for pollution control, reclamation or any other similar costs
     incurred or to be incurred by [Placer];

(xi) a charge for [Placer]'s Expenditures and Postproduction Capital Expenses;
     and

(xii) any costs or expenses incurred or to be incurred relating to the
     termination of the Operation of the Property as a Mine;

except where specific provision is made otherwise, all Operating Costs shall be
determined in accordance with generally accepted accounting principles
consistently applied;

(q)  "OPERATING THE PROPERTY AS A MINE/OPERATION OF THE PROPERTY AS A MINE"
     means the extraction or production or minerals or metals from the Property,
     the milling, smelting, refining, beneficiating, and other processing of
     such minerals and metals and the marketing of Mineral Products;

(r)  "OPERATOR" means that person, company or companies acting as such pursuant
     to this Agreement as described in paragraphs 12 through 14 hereof;

(s)  "OPTION" means the Option to earn a one hundred percent (100%) undivided
     interest in and to the Property as provided for in paragraph 4 herein;

(t)  "OTHER TENEMENTS" means all surface rights of and to any lands within or
     outside the Property including surface rights held in fee or under lease,
     licence, easement, right of way or other rights of any kind (and all
     renewals, extensions and amendments thereof) acquired by or on behalf of
     [Placer] with respect to the Property;

(u)  "PARTY" or "PARTIES" means [Mr. Almarez] and/or [Placer] and their
     respective successors and permitted assigns;

(v)  "POSTPRODUCTION CAPITAL EXPENSES" means all such costs expended or incurred
     by [Placer] after commencement of Commercial Production in connection with
     a major improvement, expansion, modernization or replacement of the Mining
     Facilities;

(w)  "PROGRAMS" means plans, including budgets, for every kind of work done or
     in respect of the Property by or under the direction of or on behalf of or
     for the benefit of a Party, and, without limiting the generality of the
     foregoing, includes the Exploration and Development work, assessment work,
     geophysical, geochemical, and geological surveying, studies and mapping,
     investigating, drilling, designing, examining, equipping, improving,
     surveying, shaft sinking, raising, cross-cutting and drifting, searching
     for, digging, trucking, sampling, working and procuring Mineral Products,
     surveying and bringing any mineral claims to lease or patent, reporting,
     and all other work usually considered to be prospecting, exploration,
     development and mining work;

(x)  "PROPERTY" means the mineral property concession interests and real
     property interest described in Schedule "A" which is attached hereto and
     which forms a material part hereof, and the interest of [Mr. Almarez]

                                       5


     thereto, and any other claim or property interests of [Mr. Almarez]
     incorporated into the Property by the terms of this Agreement;

(y)  "PROPERTY RIGHTS" means all mineral licenses, permits, easements,
     rights-of-way, certificates and other approvals obtained by either of the
     Parties either before or after the date of this Agreement and necessary for
     the exploration and development of the Property;

(z)  "TRANSFER DOCUMENTS" has the meaning as set forth in paragraph 15 herein.

2. [Mr. Almarez]'S REPRESENTATIONS

2.1 [Mr. Almarez] represents and warrants to [Placer] that:

(a)  [Mr. Almarez] is the registered and beneficial owner of each of the mineral
     interests comprising the Property and holds the sole right to explore and
     develop the Property;

(b)  [Mr. Almarez], as registered and beneficial owner of the Property, holds
     all of the Concessions free and clear of all liens, charges and claims of
     others, and [Mr. Almarez] has free and unimpeded right of access to the
     Property and has use of the Property surface for the herein purposes;

(c)  The Concessions have been duly and validly located and recorded in a good
     and miner-like manner pursuant to the laws of [Mexico] and are in good
     standing in [Mexico] as of the Effective Date of this Agreement;

(d)  There are no adverse claims or challenges against or to [Mr. Almarez]'s
     ownership of or title to any of the Concessions nor to the knowledge of the
     [Mr. Almarez] is there any basis therefore, and there are no outstanding
     agreements or options to acquire or purchase the Property or any portion
     thereof;

(e)  [Mr. Almarez] has the full right, authority and capacity to enter into this
     Agreement without first obtaining the consent of any other person or body
     corporate and the consummation of the transaction herein contemplated will
     not conflict with or result in any breach of any covenants or agreements
     contained in, or constitute a default under, or result in the creation of
     any encumbrance under the provisions of any shareholders' or directors'
     resolution, indenture, agreement or other instrument whatsoever to which
     [Mr. Almarez] is a party or by which it is bound or to which it is subject;
     and

(g)  No proceedings are pending for, and [Mr. Almarez] is unaware of any basis
     for, the institution of any proceedings which could lead to the placing of
     [Mr. Almarez] in bankruptcy, or in any position similar to bankruptcy.

2.2 The representations and warranties of [Mr. Almarez] set out in paragraph 2.1
above form a part of this Agreement and are conditions upon which [Placer] has
relied in entering into this Agreement and shall survive the acquisition of any
interest in the Property by [Placer].

2.3 [Mr. Almarez] will indemnify and save [Placer] harmless from all loss,
damage, costs, actions and suits arising out of or in connection with any breach
of any representation, warranty, covenant, agreement or condition made by it and
contained in this Agreement.

                                       6


2.4 [Mr. Almarez] acknowledges and agrees that [Placer] has entered into this
Agreement relying on the warranties and representations and other terms and
conditions of this Agreement and that no information which is now known or which
may hereafter become known to [Placer] shall limit or extinguish the right to
indemnity hereunder, and, in addition to any other remedies it may pursue,
[Placer] may deduct the amount of any such loss or damage from any amounts
payable by it to [Mr. Almarez] hereunder.

3. [PLACER]'S REPRESENTATIONS

[Placer] warrants and represents to [Mr. Almarez] that it is a body corporate,
duly incorporated under the laws of Nevada with full power and absolute capacity
to enter into this Agreement and that the terms of this Agreement have been
authorized by all necessary corporate acts and deeds in order to give effect to
the terms hereof.

4. GRANT OF OPTION

[Mr. Almarez] hereby gives and grants to [Placer] the sole and exclusive right
and option to acquire a l00% undivided right, title and interest in and to the
Property (the "OPTION"), subject to a 10% Net Smelter Returns royalty reserved
in favor of [Mr. Almarez], by performing the acts and deeds and paying the sums
provided for in paragraph 5.

5. CONSIDERATION FOR THE GRANT OF OPTION

5.1 In order to keep the right and Option granted to [Placer] in respect of the
Property in good standing and in force and effect, [Placer] shall be obligated
to:

     (a)  CASH PAYMENTS

          Pay to [Mr. Almarez] as follows:

          (i) $2000 upon execution of this Agreement;

     (e)  PROPERTY PAYMENTS AND ASSESSMENT WORK

          Pay, or cause to be paid, to [Mr. Almarez], or on [Mr. Almarez]'s
          behalf as [Placer] 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.

5.2 AREA OF INFLUENCE. For the purpose of this Agreement, the area covered by
the Property shall include an area of influence surrounding the outer perimeter
of the Property to a maximum of kilometres (the "AREA OF INFLUENCE") and all
mineral concessions, interests or rights acquired (collectively, the
"INTERESTS"), directly or indirectly, within the Area of Influence before or
after the date of signing of this Agreement by [Mr. Almarez] during the currency
of this Agreement shall become part of this Agreement.

                                       7


6. CONDITIONS PRECEDENT

It is mutually understood and agreed by and between the parties hereto that the
terms of this Agreement will be subject to an Effective Date being determined on
or before, failing which, this Agreement shall be null and void unless this
condition precedent is waived by [Placer] by delivering written notice of the
waiver to [Mr. Almarez] before (the "DELIVERY"), in which case, the Effective
Date of the Agreement is 10 calendar days after Delivery.

7. RIGHT TO ABANDON PROPERTY INTERESTS

Should [Placer], in its sole discretion, determine that any part of the
Concessions no longer warrant further Exploration and Development, then [Placer]
may abandon such interests without affecting its rights or obligations under the
Agreement, so long as [Placer] provides [Mr. Almarez] with 30 days notice of its
intention to do so. Upon receipt of such notice, [Mr. Almarez] may request that
[Placer] retransfer title to such interests to [Mr. Almarez], and [Placer]
hereby agrees to do so, and upon expiry of the 30 days, or upon the earlier
transfer thereof, such interests shall cease to be part of the Property.

8. TERMINATION OF OPTION

8.1 The Option shall terminate upon 30 calendar days' written notice being first
provided by [Mr. Almarez] to [Placer] if [Placer] fails to make the required
share issuances and cash payments, and fails to complete the minimum cumulative
expenditures and assessment work in accordance with paragraph 5.1 within the
time periods specified therein.

8.2 If [Placer] shall be in default of any requirement set forth in paragraph
5.1 herein, [Mr. Almarez] shall give written notice to [Placer] specifying the
default and [Placer] shall not lose any rights granted under this Agreement,
unless within 30 days after the giving of notice of default by [Mr. Almarez],
[Placer] has failed to take reasonable steps to cure the default by the
appropriate performance.

8.3 If the Option is terminated in accordance with paragraphs 7.1 and 7.2
herein, [Placer] shall have no interest in or to the Property, and all Share
issuances, Expenditures and payments made, or caused to be made, or incurred by
[Placer] to or on behalf of [Mr. Almarez] under this Agreement shall be
non-refundable by [Mr. Almarez] to [Placer] for which [Placer] shall have no
recourse.

9. ACQUISITION OF INTERESTS IN THE PROPERTY

At such time as [Placer] has made all of the required share issuances, minimum
cumulative Expenditures and currency and other payments in accordance with
paragraph 5 herein, within the time periods specified therein, then the Option
shall be deemed to have been exercised by [Placer], and [Placer] shall have
thereby, without any further act, acquired an undivided 100% interest in and to
the Property.

                                       8


10. RIGHT OF ENTRY

For so long as the Option continues in full force and effect, [Placer], its
employees, agents and independent contractors shall have the sole and exclusive
right and option to:

(a)  enter upon the Property;

(b)  have exclusive and quiet possession of the Property;

(c)  incur Expenditures;

(d)  bring upon and erect upon the Property such mining facilities as [Placer]
     may consider advisable and operate the property as a mine; and

(e)  remove from the Property and sell or otherwise dispose of mineral products.

11. NET SMELTER RETURNS ROYALTY

11.1 On the date [Placer] commences Commercial Production on the Property, [Mr.
Almarez] shall be entitled to receive and [Placer] shall pay to [Mr. Almarez]
10% of Net Smelter Returns annually.

11.2 If, as and when [Pacer] has paid [Mr. Almarez] $1,000,000 from the Net
Smelter Returns in a twelve month period, all obligations to pay further Net
Smelter Returns royalties to [Mr. Almarez] shall cease and be at an end for that
period.

11.3 [Placer] may, at any time, purchase of [Mr. Almarez]'s net smelter returns
royalty for a one-time payment of $ 5,000,000.

11.4 [Placer] shall be under no obligation whatsoever to place the Property into
Commercial Production and in the event it is placed into Commercial Production,
[Placer] shall have the right, at any time, to curtail or suspend such
production as it, in its absolute discretion, may determine.

11.5 Net Smelter Returns and the payments payable to [Mr. Almarez] hereunder
shall be adjusted and paid quarterly, and within 90 days after the end of each
fiscal year during which the Property was in Commercial Production, the records
relating to the calculation of Net Smelter Returns during that fiscal year shall
be audited and any adjustments shall be made forthwith, and the audited
statements shall be delivered to [Mr. Almarez] who shall have 60 days after
receipt of such statements to question in writing their accuracy and failing
such question, the statements shall be deemed correct.

11.6 For the purposes of paragraph 11.5, [Mr. Almarez] or its representatives
duly appointed in writing shall have the right at all reasonable times, upon
written request, to inspect those books and financial records of [Placer] as are
relevant to the determination of Net Smelter Returns, and, at the expense of
[Mr. Almarez], to make copies thereof.

                                       9


12. OPERATOR

After the execution of this Agreement, [Placer], or at [Placer]'s option, its
respective associate or nominee will act as the Operator of the Property under
this Agreement. [Placer], if Operator, may resign as the Operator at any time by
giving 30 calendar days prior written notice to [Mr. Almarez], and within such
30 day period, [Placer] may appoint another party who covenants to act as the
Operator of the Property upon such terms as [Placer] sees fit.

13. POWER AND AUTHORITY OF THE OPERATOR

After the execution of this Agreement, the Operator shall have full right, power
and authority to do everything necessary or desirable in connection with the
exploration and development of the Property and to determine the manner of
operation of the Property as a mine including, and without limiting the
generality of the foregoing, the right, power and authority to:

(a)  Regulate access to the Property subject only to the right of the parties
     hereto to have access to the Property at all reasonable times for the
     purpose of inspecting work being done thereon but at their own risk and
     expense; and

(b)  Employ and engage such employees, agents and independent contractors as it
     may consider necessary or advisable to carry out its duties and obligations
     hereunder and in this connection to delegate any of its powers and rights
     to perform its duties and obligations hereunder, but the Operator shall not
     enter into contractual relationships with an associated company except on
     terms which are commercially competitive.

14. DUTIES AND OBLIGATIONS OF THE OPERATOR

After the execution of this Agreement the Operator shall have such duties and
obligations as the parties hereto may from time to time determine including,
without limiting the generality of the foregoing, the following duties and
obligations:

(a)  To implement Programs;

(b)  To manage, direct and control all exploration, development and producing
     operations in and under the Property, in a prudent and workman-like manner,
     and in compliance with all applicable laws, rules, orders and regulations;

(c)  To prepare and deliver to the Parties during periods of active field work
     monthly progress reports of the work in progress and comprehensive annual
     reports on or before March 31 of every year covering the activities
     hereunder and the results obtained during the calendar year ending on
     December 31 immediately preceding;

(d)  Subject to the terms and conditions of this Agreement, to keep the Property
     in good standing free of liens, charges and encumbrances of every character
     arising from operations, (except liens for taxes not yet due, other
     inchoate liens and liens contested in good faith by the Operator), and to
     proceed with all diligence to contest or discharge any lien that is filed;

                                       10


(e)  To maintain true and correct books, accounts and records of operations
     hereunder;

(f)  To permit the Parties, at their own expense, to inspect, take abstracts
     from or audit any or all of the records and accounts during normal business
     hours;

(g)  To obtain and maintain, or cause any contractor engaged hereunder to obtain
     and maintain, during any period in which active work is carried out
     hereunder, adequate insurance;

(h)  To permit the Parties or their representatives so appointed, at their own
     expense and risk, access to the Property and all data derived from carrying
     out work thereon;

(i)  To arrange for and maintain worker's compensation or equivalent coverage
     for all eligible employees engaged by the Operator in accordance with local
     statutory requirements;

(j)  To perform its duties and obligations in a manner consistent with good
     exploration and mining practices;

(k)  To transact, undertake and perform all transactions, contracts,
     employments, purchases, operations, negotiations with third Parties and any
     other matter or thing undertaken on behalf of the Parties in the Operator's
     name.

15. REGISTRATION AND TRANSFER OF PROPERTY INTERESTS

15.1 RECORD AGREEMENT. Upon the request of [Placer], [Mr. Almarez] shall assist
[Placer] to record this Agreement with the appropriate mining recorder and, when
required, [Mr. Almarez] shall further provide [Placer] with such recordable
documents as [Placer] and its counsel shall require to record its due interest
in respect of the Property.

15.2 TRANSFER. As soon as conveniently possible after the execution of this
Agreement, [Mr. Almarez] shall execute such transfer documents as [Placer] and
its counsel may reasonably deem necessary to assign, transfer and assure to
[Placer] good, safe holding and marketable title to an undivided one hundred
percent (100%) interest in and to the Property, and as soon as conveniently
possible after the execution of this Agreement, [Placer] shall execute such
transfer or discharge documents as [Mr. Almarez] and its counsel may reasonably
deem necessary to both discharge this Agreement with the appropriate mining
recorder's office and assign and transfer back to [Mr. Almarez] good, safe
holding and marketable title to an undivided one hundred percent (100%) interest
in and to the Property (hereinafter collectively called the "TRANSFER DOCUMENTS"
and shall deposit the same with an escrow agent chosen by [Placer] (hereinafter
called the "ESCROW HOLDER"), together with a copy of this Agreement, there to be
held in escrow upon the following terms:

(a)  [Mr. Almarez] and [Placer] do hereby instruct the Escrow Holder to deliver
     to [Placer] the Transfer Documents held by the Escrow Holder in respect of
     the Property upon receipt of either:

(i)  Notification in writing from [Mr. Almarez] that such documents should be
     delivered to [Placer]; or

                                       11


(ii) (A) A statutory declaration sworn by an officer of [Placer] certifying that
     [Placer] is entitled to delivery of the Transfer Documents, together with
     proof that at least 30 calendar days' written notice was given to [Mr.
     Almarez] of [Placer]'s intention to request delivery thereof; and

     (B) Proof satisfactory to the Escrow Agent that the within Option has been
     duly exercised by [Placer] in accordance with the terms of this Agreement;
     or

(b)  [Mr. Almarez] and [Placer] do hereby instruct the Escrow Holder to deliver
     to [Mr. Almarez] the Transfer Documents held by the Escrow Holder in
     respect of the Property upon receipt of either:

(i)  Notification in writing from [Placer] that such documents should be
     delivered to [Mr. Almarez]; or

(ii) A statutory declaration sworn by an officer of [Mr. Almarez] certifying
     that this Agreement has terminated pursuant to the provisions hereof,
     together with proof that at least thirty (30) calendar days written notice
     was given to [Placer] of [Mr. Almarez]'s intention to request delivery
     thereof; and

(c)  [Mr. Almarez] and [Placer] jointly and severally agree to indemnify and
     save harmless the Escrow Holder from all claims, actions and damages
     arising out of its acting pursuant to the instructions herein contained;
     and

(d)  [Placer] shall pay to the Escrow Holder all costs and expenses of the
     Escrow Holder for acting pursuant to the within instructions, and the
     Parties agree that the Escrow Holder shall not be considered as a party
     hereto where that expression is used herein.

16. POWER TO CHARGE

At any time prior to the exercise of the Option by [Placer], [Placer] may grant
mortgages, charges or liens (each of which is herein called a "MORTGAGE") of and
upon the respective interests of [Mr. Almarez] in and to the Property, upon any
mill or other fixed assets located thereon and on any or all of the tangible
personal property located on or used in connection with the Property, to secure
only the financing of development of the Property; provided that, unless
otherwise agreed to by [Mr. Almarez], it shall be a term of each mortgage that
the mortgage or any person acquiring title to [Placer]'s interest in and to the
Property, or to any mill or other fixed assets or tangible personal property
located on or used in connection with the Property upon enforcement of the
mortgage, shall hold the same subject to the rights of [Mr. Almarez] hereunder
as if the mortgagee or any such person had executed this Agreement as party of
the first part.

17. FURTHER ASSURANCES

The parties hereto agree to do or cause to be done all acts or things necessary
to implement and carry into effect the provisions and intent of this Agreement.

                                       12


18. FORCE MAJEURE

If [Placer] is prevented from or delayed in complying with any provisions of
this Agreement by reasons of strikes, labour disputes, lockouts, labour
shortages, power shortages, fires, wars, acts of God, governmental regulations
restricting normal operations or any other reason or reasons beyond the control
of [Placer], the time limited for the performance of the various provisions of
this Agreement as set out above shall be extended by a period of time equal in
length to the period of such prevention and delay, and [Placer], insofar as is
possible, shall promptly give written notice to [Mr. Almarez] of the particulars
of the reasons for any prevention or delay under this section, and shall take
all reasonable steps to remove the cause of such prevention or delay and shall
give written notice to [Mr. Almarez] as soon as such cause ceases to exist.

19. CONFIDENTIAL INFORMATION

No information furnished by [Placer] to [Mr. Almarez] hereunder in respect of
the activities carried out on the Property by [Placer], or related to the sale
of Mineral Products derived from the Property, shall be published by [Mr.
Almarez] without the prior written consent of [Placer], but such consent in
respect of the reporting of factual data shall not be unreasonably withheld, and
shall not be withheld in respect of information required to be publicly
disclosed pursuant to applicable securities and corporation laws.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement to date between the parties
hereto and supersedes every previous agreement, communication, expectation,
negotiation, representation or understanding, whether oral or written, express
or implied, statutory or otherwise, between the Parties with respect to the
subject matter of this Agreement.

21. ADDITIONAL TERMINATION

In addition to any other termination provisions contained in this Agreement,
[Placer] shall have the right to terminate this Agreement by giving 30 calendar
days' notice of such termination to [Mr. Almarez], and in the event of such
termination, this Agreement shall be of no further force or effect.

22. DEFAULT

Notwithstanding anything in this Agreement to the contrary, if [Placer] shall be
in default of any requirement herein set forth, [Mr. Almarez] shall give written
notice to [Placer] specifying the default and [Placer] shall not lose any rights
granted under this Agreement, unless within 30 days after the giving of notice
of default by [Mr. Almarez], [Placer] has failed to take reasonable steps to
cure the default by the appropriate performance, and if [Placer] fails to take
reasonable steps to cure any such default, the [Mr. Almarez] shall be entitled
to seek any remedy he may have on account of such default including termination
of this Agreement.

                                       13



23. NOTICE

23.1 Any notice required to be given under this Agreement shall be deemed to be
well and sufficiently given if delivered, or if mailed by registered mail in San
Diego or Mexico, in the case of [Mr. Almarez] addressed as follows:

Mr. Jorge Alberto Almarez
157 Calle Federico
Rosarito, BC Mexico

and in the case of [Placer] addressed as follows:

Placer Del Mar, Ltd.
3707 Fifth Ave. 35 San Diego, CA 92103-4221

and any notice given as aforesaid shall be deemed to have been given, if
delivered, when delivered, or if mailed, or sent by facsimile, on the second
business day after the date of mailing or faxing thereof.

23.2 Either party hereto may from time to time by notice in writing change its
address for the purpose of this section.

24. OPTION ONLY

Until the Option is exercised, this is an option only and except as specifically
provided otherwise, nothing herein contained shall be construed as obligating
[Placer] to do any acts or make any payments hereunder and any act or acts or
payments made hereunder shall not be construed as obligating [Placer] to do any
further acts or make any further payments.

25. RELATIONSHIP OF PARTIES

Nothing contained in this Agreement shall, except to the extent specifically
authorized hereunder, be deemed to constitute either party hereto a partner,
agent or legal representative of the other party.

26. FURTHER ASSURANCES

The parties hereto agree to do or cause to be done all acts or things necessary
to implement and carry into effect the provisions and intent of this Agreement.

27. TIME OF ESSENCE

Time shall be of the essence of this Agreement.

                                       14



28. TITLES

The titles to the respective sections hereof shall not be deemed a part of this
Agreement but shall be regarded as having been used for convenience only.

29. CURRENCY

All funds referred to under the terms of this Agreement shall be funds
designated in the lawful currency of.

30. NONSEVERABILITY

This Agreement shall be considered and construed as a single instrument and the
failure to perform any of the terms and conditions in this Agreement shall
constitute a violation or breach of the entire instrument or Agreement and
shall, subject to paragraphs and, constitute the basis for cancellation or
termination.

31. APPLICABLE LAW

The situs of the Agreement is Nevada, and for all purposes this Agreement will
be governed exclusively by and construed and enforced in accordance with the
laws prevailing in the Nevada. [Mr. Almarez] agrees to attorn to the
jurisdiction of Nevada.

32. ENUREMENT

This Agreement shall enure to the benefit of and be binding upon the Parties
hereto and their respective successors and assigns.

     IN WITNESS WHEREOF this Agreement has been executed as of the day and year
first above written.

SIGNED, SEALED,
AND DELIVERED by
[Mr. Almarez]
in the presence of:


Signature /s/ Jorge Almarez            (Jorge Alberto Almarez)       Date 6/3/05
         ---------------------------                                     -------
157 Calle Federico #157 Rosarito,
BC Mexico

                                       15



THE CORPORATE SEAL of
[PLACER]
was hereunto affixed in the presence of:



Signature /s/ Humberto Bravo             (Humberto Bravo)            Date 6/3/05
         ---------------------------                                     -------
Placer Del Mar, Ltd.
3707 Fifth Ave. 35 San Diego, CA
92103-4221

EX-10.2

                                                                    Exhibit 10.2

                    MINERAL RIGHTS REVENUE SHARING AGREEMENT

This agreement dated April 24, 2006.

               BETWEEN:

,an individual under the laws of Mexico and having an office at;

               Jorge Alberto Almarez ("Mr. Almarez")
               157 Calle Federico
               Rosarito, BC Mexico

               AND:

, a corporation, duly incorporated under the laws of Nevada and having an office
at;

               Placer Del Mar, Ltd. ("Placer")
               3707 Fifth Ave. # 351
               San Diego, CA 92103

W H E R E A S :

1.

1.1 Mr. Almarez is the registered and beneficial owner of property located at
157 Calle Federico, Rosarito, BC Mexico (the "PROPERTY");

1.2 Mr. Almarez has agreed to grant to Placer the right to free access and
exploration of the Property together with the right to file a mining claim on
the Property upon terms and conditions hereinafter set forth;

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

2. MR. ALMAREZ'S REPRESENTATIONS

2.1 Mr. Almarez represents and warrants to Placer that:

(a)  Mr. Almarez is the registered and beneficial owner of the Property and
     holds the sole right to explore and develop the Property;

(b)  Mr. Almarez, as registered and beneficial owner of the Property, holds all
     title and unimpeded Property access rights free and clear of all liens,
     charges and claims of others;

(c)  There are no adverse claims or challenges against or to Mr. Almarez's
     ownership of or title to the Property nor to the knowledge of the Mr.
     Almarez is there any basis therefore, and there are no outstanding
     agreements or options to acquire or purchase the Property or any portion
     thereof;

(e)  Mr. Almarez has the full right, authority and capacity to enter into this
     Agreement without first obtaining the consent of any other person or legal
     entity and the consummation of the transaction herein contemplated will not
     conflict with or result in any breach of any covenants or agreements
     contained in, or constitute a default under, or result in the creation of
     any encumbrance under the provisions of any shareholders' or directors'
     resolution, indenture, agreement or other instrument whatsoever to which
     Mr. Almarez is a party or by which it is bound or to which it is subject;
     and

(f)  No proceedings are pending for, and Mr. Almarez is unaware of any basis
     for, the institution of any proceedings which could lead to the placing of
     Mr. Almarez in bankruptcy, or in any position similar to bankruptcy.

2.2 The representations and warranties of Mr. Almarez set out in paragraph 2.1
above form a part of this Agreement and are conditions upon which Placer has
relied in entering into this Agreement and shall survive the acquisition of any
interest in the Property by Placer.

2.3 Mr. Almarez will indemnify and save Placer harmless from all loss, damage,
costs, actions and suits arising out of or in connection with any breach of any
representation, warranty, covenant, agreement or condition made by it and
contained in this Agreement.

2.4 Mr. Almarez acknowledges and agrees that Placer has entered into this
Agreement relying on the warranties and representations and other terms and
conditions of this Agreement and that no information which is now known or which
may hereafter become known to Placer shall limit or extinguish the right to
indemnity hereunder, and, in addition to any other remedies it may pursue,
Placer may deduct the amount of any such loss or damage from any amounts payable
by it to Mr. Almarez hereunder.

3. PLACER'S REPRESENTATIONS

3.1 Placer warrants and represents to Mr. Almarez that it is a corporation, duly
incorporated under the laws of Nevada with full power and absolute capacity to

enter into this Agreement and that the terms of this Agreement have been
authorized by all necessary corporate acts and deeds in order to give effect to
the terms hereof.

3.2 Placer has properly filed a Mining Claim on April 24, 2006, duly and validly
located and recorded in a good and miner-like manner pursuant to the laws of
Mexico and said Mining Claim is effective and in good standing in Mexico as of
the Effective Date of this Agreement.

4. GRANT OF MINERAL EXPLORATION AND MINING RIGHTS

Mr. Almarez hereby gives and grants to Placer the sole and exclusive right to
establish mineral claims on the Property , subject to a 1% Net Smelter Returns
royalty reserved in favor of Mr. Almarez, by performing the acts and deeds and
paying the sums provided for in paragraph 5.

5. CONSIDERATION FOR THE GRANT OF MINERAL EXPLORATION AND MINING RIGHTS

5.1 In order to keep the Grant of Mineral Exploration and Mining Rights granted
to Placer in good standing and in force and effect, Placer shall be obligated
to:

     (a)  CASH PAYMENTS

          Payment of $2,000 to Mr. Almarez, acknowledged as received by Mr.
          Almarez on June 3, 2005.


     (b)  PROPERTY PAYMENTS AND ASSESSMENT WORK

          Pay, or cause to be paid, to Mr. Almarez, or on Mr. Almarez's behalf
          as Placer may determine, a 1% Net Smelter Returns royalty reserved in
          favor of Mr. Almarez for all minerals extracted by Placer from the
          Property per Paragraph 11 of this agreement.

7. RIGHT TO ABANDON PROPERTY INTERESTS

Placer, at its sole discretion, may abandon all interests and cease mineral
exploration and mining work in the interests of the Property at any time through
written notice to Mr. Almarez. Upon receipt of such notice, Mr. Almarez may
request that Placer transfer title to such interests to Mr. Almarez, and Placer

hereby agrees to do so, and upon expiry of the 30 days, or upon the earlier
transfer thereof, such interests shall cease to be part of the Property.

8. TERMINATION OF AGREEMENT

8.1 This Agreement shall terminate upon 30 calendar days' written notice
provided by Mr. Almarez to Placer if Placer fails to make the required payments
per Paragraph 5 of this Agreement.

8.2 If Placer shall be in default of any requirement set forth in paragraph 5.1
herein, Mr. Almarez shall give written notice to Placer specifying the default
and Placer shall not lose any rights granted under this Agreement, unless within
30 days after the giving of notice of default by Mr. Almarez, Placer has failed
to take reasonable steps to cure the default by the appropriate performance.

8.3 This Agreement shall terminate upon 30 calendar days' written notice
provided by Placer to Mr. Almarez, without cause. Such written notice shall
subject Placer to complete abandonment of the Property, and require Placer
within 90 days of said written notice to return the Property to its original
state and physical condition as of the date of this Agreement.

10. RIGHT OF ENTRY

For so long as this Agreement continues in full force and effect, Placer, its
employees, agents and independent contractors shall have the sole and exclusive
right and option to:

(a)  enter upon the Property;

(b)  have exclusive and quiet possession of the Property;

(c)  incur Expenditures;

(d)  bring upon and erect upon the Property such mining facilities as Placer may
     consider advisable and operate the property as a mine; and

(e)  remove from the Property and sell or otherwise dispose of mineral products.

11. NET SMELTER RETURNS ROYALTY

11.1 On the date Placer commences commercial production on the Property, Mr.
Almarez shall be entitled to receive and Placer shall pay to Mr. Almarez 1% of
Net Smelter Returns annually.

12.  THIS AGREEMENT IS THE SOLE AGREEMENT BETWEEN THE PARTIES AND REPLACES ANY
     AND ALL PREVIOUS AGREEMENTS BETWEEN THE PARTIES.

12.1 By signing this Agreement, any and all previous oral and written agreements
between the parties shall be deemed to be null and void as of the date of this
Agreement.



SIGNED, SEALED, AND DELIVERED by
Mr. Almarez in the presence of:


Signature /s/ Jorge Alberto Almarez                  4/24/06
          -------------------------                  -------
(Jorge Alberto Almarez)                                Date
157 Calle Federico # 157
BC, Mexico


SIGNED, SEALED, AND DELIVERED by Placer in the presence of:


Signature /s/ Humberto Bravo                         4/24/06
          -------------------------                  -------
(Humberto Bravo)                                       Date
Placer Del Mar, Ltd.
3707 Fifth Ave. # 351
San Diego, CA 92103-4221

EX-10.3

                                                                    Exhibit 10.3

                                 HUMBERTO BRAVO
                         302 Washington Street, Ste 351
                           San Diego, California 92103


April 15, 2010

I, Humberto Bravo, hereby give Placer Del Mar, Ltd. this comfort letter that I
have sufficient resources to provide funding to the company in the amount
necessary to continue Phase One of the company's business plan and agree to
provide such funding. These funds shall continue through Phase One for a period
of twenty-four months, beginning in April 2010, or until such time as the
company's geologist determines that further geological exploration is not
warranted. I estimate my commitment for funding will require me to provide the
company between $3,000 to $6,000 of funding per month to allow the company to
continue its exploration process.



/s/  Humberto Bravo
- -----------------------------
Humberto Bravo

EX-10.4

                                                                    Exhibit 10.4

                                 HUMBERTO BRAVO
                         302 Washington Street, Ste 351
                           San Diego, California 92103


April 15, 2010

I, Humberto Bravo, hereby agree that I will provide funding to Placer Del Mar,
Ltd. in the amount necessary to continue the current Phase One of the company's
business plan. These funds shall continue through Phase One for a period of
twenty-four months, beginning April 2010, or until such time as the company's
geologist determines that further geological exploration is not warranted. I
agree to provide funding for the company in an amount up to $6,000 per month to
allow the company to continue its exploration process and pay other operating
and filing expenses.

I also agree to forego my monthly management fees payments and any salary or
other compensation from Placer Del Mar for the next twenty-four months, and
forego any prior accrued monthly management fees payments and any salary or
other compensation from Placer Del Mar, Ltd. for the next twenty-four months.

1) All funds provided to Placer Del Mar, Ltd. by me shall be unsecured.

2) I hereby forego any penalties or interest should Placer Del Mar, Ltd. be
unable to repay any funds I provide to the Company.



/s/ Humberto Bravo
- -------------------------
Humberto Bravo

EX-10.5

                                                                    Exhibit 10.5

              AMENDMENT TO MINERAL RIGHTS REVENUE SHARING AGREEMENT
                              DATED APRIL 24, 2006

This Amendment dated December 8, 2010.

     BETWEEN:

Jorge Alberto Almarez ("Mr. Almarez"), an individual under the laws of Mexico
and having an office at:

     157 Calle Federico
     Rosarito, BC Mexico

     AND:

Placer Del Mar, Ltd. ("Placer"), a corporation, duly incorporated under the laws
of Nevada and having an office at:

     3707 Fifth Ave. # 351
     San Diego, CA 92103

WHEREAS:

1.

1.1 Mr. Almarez is the registered and beneficial owner of property located at
157 Calle Federico, Rosarito, BC Mexico (the "PROPERTY");

1.2 Mr. Almarez has agreed to grant to Placer the right to free access and
exploration of the Property together with the right to file a mining claim on
the Property upon terms and conditions hereinafter set forth;

1.3 Mr. Almarez has agreed to grant to Placer the right to assign specific
mineral extraction activities to Roca Cantera Y Marmol, Canteras Acabados Finos
related only to the extraction of Mexican Shellstone-Limestone ("Conchuela")
from the Property upon terms and conditions hereinafter set forth.

                      NOW THEREFORE THIS AMENDED AGREEMENT

WITNESSETH that in consideration of the mutual covenants and provisos herein
contained, THE PARTIES HERETO AGREE AS FOLLOWS:

2. MR. ALMAREZ'S REPRESENTATIONS

2.1 Mr. Almarez represents and warrants to Placer that:

(a)  Mr. Almarez is the registered and beneficial owner of the Property and
     holds the sole right to explore and develop the Property;

(b)  Mr. Almarez, as registered and beneficial owner of the Property, holds all
     title and unimpeded Property access rights free and clear of all liens,
     charges and claims of others;

(c)  There are no adverse claims or challenges against or to Mr. Almarez's
     ownership of or title to the Property nor to the knowledge of the Mr.
     Almarez is there any basis therefore, and there are no outstanding
     agreements or options to acquire or purchase the Property or any portion
     thereof;

(e)  Mr. Almarez has the full right, authority and capacity to enter into this
     Agreement without first obtaining the consent of any other person or legal
     entity and the consummation of the transaction herein contemplated will not
     conflict with or result in any breach of any covenants or agreements
     contained in, or constitute a default under, or result in the creation of
     any encumbrance under the provisions of any shareholders' or directors'
     resolution, indenture, agreement or other instrument whatsoever to which
     Mr. Almarez is a party or by which it is bound or to which it is subject;
     and

(f)  No proceedings are pending for, and Mr. Almarez is unaware of any basis
     for, the institution of any proceedings which could lead to the placing of
     Mr. Almarez in bankruptcy, or in any position similar to bankruptcy.

2.2 The representations and warranties of Mr. Almarez set out in paragraph 2.1
above form a part of this Agreement and are conditions upon which Placer has
relied in entering into this Agreement and shall survive the acquisition of any
interest in the Property by Placer.

2.3 Mr. Almarez will indemnify and hold Placer harmless from all loss, damage,
costs, actions and suits arising out of or in connection with any breach of any
representation, warranty, covenant, agreement or condition made by it and
contained in this Agreement.

2.4 Mr. Almarez acknowledges and agrees that Placer has entered into this
Agreement relying on the warranties and representations and other terms and
conditions of this Agreement and that no information which is now known or which

                                       2

may hereafter become known to Placer shall limit or extinguish the right to
indemnity hereunder, and, in addition to any other remedies it may pursue,
Placer may deduct the amount of any such loss or damage from any amounts payable
by it to Mr. Almarez hereunder.

3. PLACER'S REPRESENTATIONS

3.1 Placer warrants and represents to Mr. Almarez that it is a corporation, duly
incorporated under the laws of Nevada with full power and absolute capacity to
enter into this Agreement and that the terms of this Agreement have been
authorized by all necessary corporate acts and deeds in order to give effect to
the terms hereof.

3.2 Placer has properly filed a Mining Claim on April 24, 2006, duly and validly
located and recorded in a good and miner-like manner pursuant to the laws of
Mexico and said Mining Claim is effective and in good standing in Mexico as of
the Effective Date of this Agreement.

3.3 Placer has entered into a Mineral Extraction Agreement on December 8, 2010
with Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of
only Mexican Shellstone-Limestone ("Conchuela") on property located at 157 Calle
Federico, Rosarito, BC Mexico per its rights as Operator and right to appoint a
nominee under the Mineral Rights Revenue Sharing Agreement dated April 24, 2006
between Placer and Mr. Almarez as amended on December 8, 2010.

4. GRANT OF MINERAL EXPLORATION AND MINING RIGHTS

4.1 As of the date of this Agreement, Mr. Almarez hereby gives and grants to
Placer the sole and exclusive right to establish mineral claims on the Property,
subject to a payment of $400,000 by Placer to Mr. Almarez to be paid in equal
payments over sixty (60) months in the amount of $6,666 beginning no later than
June 1, 2011 for the exclusive right to begin extracting only Conchuela from the
Property commencing December 8, 2010. Such payments shall be lieu of the
original 1% Net Smelter Returns royalty originally reserved in favor of Mr.
Almarez in the Mineral Rights Revenue Sharing Agreement dated April 24, 2006 and
relate only to the mining and extraction of Conchuela, by performing the acts
and deeds and paying the sums provided for in paragraph 5. All minerals, other
than Conchuela, mined or extracted from the Property remain subject to the 1%
Net Smelter Returns royalty as stated in the original Mineral Rights Revenue
Sharing Agreement dated April 24, 2006.

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

                                       3

5. CONSIDERATION FOR THE GRANT OF MINERAL EXPLORATION AND MINING RIGHTS

5.1 In order to keep the Grant of Mineral Exploration and Mining Rights granted
to Placer in good standing and in force and effect, Placer shall be obligated to
the following:

     (a)  CASH PAYMENTS

          Payment of $2,000 to Mr. Almarez, acknowledged as received by Mr.
          Almarez on June 3, 2005.

     (b)  CONTRACT COMMENCEMENT AND PAYMENTS

          Placer shall be deemed to be obligated to pay Mr. Almarez $400,000 as
          of the date of the commencement of extraction activities on December
          8, 2010. Payment of $400,000 to Mr. Almarez to be paid in equal
          payments over sixty (60) months in the amount of $6,666 beginning no
          later than June 1, 2011 for the exclusive right to begin extracting or
          utilize Placer's Nominee to begin extracting only the mineral known as
          Conchuela from the Property commencing on December 8, 2010.

     (c)  PROPERTY PAYMENTS AND ASSESSMENT WORK

          Pay, or cause to be paid, to Mr. Almarez, or on Mr. Almarez's behalf
          as Placer may determine, a 1% Net Smelter Returns royalty reserved in
          favor of Mr. Almarez for all minerals other than Conchuela extracted
          by Placer or its Nominee from the Property per Paragraph 11. of this
          agreement.

7. RIGHT TO ABANDON PROPERTY INTERESTS

Placer, at its sole discretion, may abandon all interests and cease mineral
exploration and mining work in the interests of the Property at any time through
written notice to Mr. Almarez. Upon receipt of such notice, Mr. Almarez may
request that Placer transfer title to such interests to Mr. Almarez, and Placer
hereby agrees to do so, and upon expiry of the 30 days, or upon the earlier
transfer thereof, such interests shall cease to be part of the Property.

8. TERMINATION OF AGREEMENT

8.1 This Agreement shall terminate upon 30 calendar days' written notice
provided by Mr. Almarez to Placer if Placer fails to make the required payments
per Paragraph 5. of this Agreement.

                                       4

8.2 If Placer shall be in default of any requirement set forth in paragraph 5.1
herein, Mr. Almarez shall give written notice to Placer specifying the default
and Placer shall not lose any rights granted under this Agreement, unless within
30 days after the giving of notice of default by Mr. Almarez, Placer has failed
to take reasonable steps to cure the default by the appropriate performance.

8.3 This Agreement shall terminate upon 30 calendar days' written notice
provided by Placer to Mr. Almarez, without cause. Such written notice shall
subject Placer to complete abandonment of the Property, and require Placer
within 90 days of said written notice to return the Property to its original
state and physical condition as of the date of this Agreement.

10. RIGHT OF ENTRY

For so long as this Agreement continues in full force and effect, Placer, its
employees, agents and independent contractors shall have the sole and exclusive
right and option to:

(a)  enter upon the Property;

(b)  have exclusive and quiet possession of the Property;

(c)  incur Expenditures;

(d)  bring upon and erect upon the Property such mining facilities as Placer may
     consider advisable and operate the property as a mine; and

(e)  remove from the Property and sell or otherwise dispose of mineral products.

11. NET SMELTER RETURNS ROYALTY

11.1 On the date Placer commences commercial production on the Property, other
than commercial production of Conchuela, Mr. Almarez shall be entitled to
receive and Placer shall pay to Mr. Almarez 1% of Net Smelter Returns annually.

12. THIS AGREEMENT IS THE SOLE AGREEMENT BETWEEN THE PARTIES AND SUPERCEDES ANY
AND ALL PREVIOUS AGREEMENTS BETWEEN THE PARTIES.

12.1 By signing this Agreement, any and all previous oral and written agreements
between the parties shall be deemed to be unenforceable, null and void as of the
date of this Agreement.

                                       5

SIGNED, SEALED, AND DELIVERED by MR. ALMAREZ in the presence of:


Signature /s/ Jorge Alberto Almarez         (Jorge Alberto Almarez) Date 12/8/10
         -------------------------------                                 -------
157 Calle Federico # 157
BC, Mexico

SIGNED, SEALED, AND DELIVERED by PLACER in the presence of:


Signature /s/ Humberto Bravo                 (Humberto Bravo)       Date 12/8/10
         -------------------------------                                 -------
Placer Del Mar, Ltd.
3707 Fifth Ave. # 351
San Diego, CA 92103-4221


                                       6

EX-10.6

                                                                    Exhibit 10.6

                       MINERAL EXTRACTION RIGHTS AGREEMENT
                             DATED DECEMBER 8, 2010

     BETWEEN:

, a corporation, duly incorporated under the laws of Nevada and having an office
at;

     PLACER DEL MAR, LTD. ("PLACER")
     3707 Fifth Ave. # 351
     San Diego, CA 92103

     AND:

, a corporation, duly incorporated under the laws of Mexico and having an office
at;

     ROCA CANTERA Y MARMOL
     CANTERAS ACABADOS FINOS
     Margaritas No.48 Col. Jardines De Qro.
     Los Arcos, BC. Mexico 22127

WHEREAS :

1.

1.1 Placer is the beneficial owner of certain rights as contained in a Mineral
Rights Revenue Sharing Agreement dated April 24, 2006, as amended on December 8,
2010, pertaining to the right of free access and exploration of property located
at 157 Calle Federico, Rosarito, BC Mexico (the "PROPERTY");

1.2 Placer has the right per the Mineral Rights Revenue Sharing Agreement to
assign specific mineral extraction activities to Roca Cantera Y Marmol, Canteras
Acabados Finos related only to the extraction of Mexican Shellstone-Limestone
("Conchuela") from the Property upon terms and conditions hereinafter set forth.

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

2. PLACER'S REPRESENTATIONS

2.1 Placer warrants and represents to Cantera Y Marmol, Canteras Acabados Finos
that it is a corporation, duly incorporated under the laws of Nevada with full
power and absolute capacity to enter into this Agreement and that the terms of
this Agreement have been authorized by all necessary corporate acts and deeds in
order to give effect to the terms hereof.

2.2 Placer has properly filed a Mining Claim on April 24, 2006, duly and validly
located and recorded in a good and miner-like manner pursuant to the laws of
Mexico and said Mining Claim is effective and in good standing in Mexico as of
the Effective Date of this Agreement.

2.3 Placer has entered into a Mineral Extraction Agreement on December 8, 2010
with Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on property located at 157 Calle
Federico, Rosarito, BC Mexico per its rights as Operator and right to appoint a
nominee under the Mineral Rights Option Agreement dated April 24, 2006 between
Placer and Mr. Almarez as amended on December 8, 2010.

3. CANTERA Y MARMOL, CANTERAS ACABADOS FINOS REPRESENTATIONS

3.1 Cantera Y Marmol, Canteras Acabados Finos warrants and represents to Placer
that it is a corporation, duly incorporated under the laws of Mexico with full
power and absolute capacity to enter into this Agreement and that the terms of
this Agreement have been authorized by all necessary corporate acts and deeds in
order to give effect to the terms hereof.

3.2 Cantera Y Marmol, Canteras Acabados Finos is in compliance with all
governing laws and rules pertaining to business activities and mining activities
pursuant to the laws of Mexico as of the Effective Date of this Agreement.

4. GRANT OF MINERAL EXTRACTION RIGHTS

4.1 As of the date of this Agreement, Placer hereby gives and grants to Cantera
Y Marmol, Canteras Acabados Finos, as its Nominee, the sole and exclusive right
to extract only the mineral Mexican Shellstone-Limestone ("Conchuela"), located
on the Property by performing the acts and deeds and paying the sums provided
for in paragraph 5. Payments to Placer for the extraction of Conchuela to
commence no later than December 31, 2010 for the exclusive right to begin
extracting only Conchuela from the Property commencing December 8, 2010, with a
minimum monthly payment of $8,000.

4.2 The term of this Mineral Extraction Rights Agreement shall be for a period
of five years from the signing date of this agreement, renewable upon the
anniversary date of this agreement for an additional 25 year period at the sole
discretion of Placer for a one-time payment of $55,000.

5. CONSIDERATION FOR THE GRANT OF MINERAL EXTRACTION RIGHTS

                                       2

5.1 In order to keep the Mineral Extraction Rights granted to Cantera Y Marmol,
Canteras Acabados Finos in good standing and in force and effect, Cantera Y
Marmol, Canteras Acabados Finos shall be obligated to the following:

     (a)  CONTRACT COMMENCEMENT AND PAYMENTS

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

     (b)  COMPLIANCE WITH ALL MINING AND BUSINESS LAWS AND RULES

          Cantera Y Marmol, Canteras Acabados Finos shall be in and remain in
          compliance with all governing laws and rules pertaining to business
          activities and mining activities pursuant to the laws of Mexico as of
          the Effective Date of this Agreement. to Roca Cantera Y Marmol,
          Canteras Acabados Finos shall be responsible for filing all mining
          claims required for the extraction of Conchuela minerals on the
          Property.

7. RIGHT TO ABANDON PROPERTY INTERESTS

Cantera Y Marmol, Canteras Acabados Finos, at its sole discretion, may abandon
all interests and cease mineral extraction work in the interests of the Property
at any time through written notice to Placer. Upon receipt of such notice,
Placer shall be entitled to full payment for all mineral extraction fees
outstanding within thirty days of such written notice.

8. TERMINATION OF AGREEMENT

8.1 This Agreement shall terminate upon 30 calendar days' written notice
provided by Placer to Cantera Y Marmol, Canteras Acabados Finos if Cantera Y
Marmol, Canteras Acabados Finos fails to make the required payments per
Paragraph 5. of this Agreement.

8.2 If Cantera Y Marmol, Canteras Acabados Finos shall be in default of any
requirement set forth in paragraph 5.1 herein, Placer shall give written notice
to Roca Cantera Y Marmol, Canteras Acabados Finos specifying the default and
Cantera Y Marmol, Canteras Acabados Finos shall not lose any rights granted
under this Agreement, unless within 30 days after the giving of notice of
default by Placer, Cantera Y Marmol, Canteras Acabados Finos has failed to take
reasonable steps to cure the default by the appropriate performance.

                                       3

8.3 This Agreement shall terminate upon 30 calendar days' written notice
provided by Cantera Y Marmol, Canteras Acabados Finos to Placer, without cause.

10. RIGHT OF ENTRY

For so long as this Agreement continues in full force and effect, Cantera Y
Marmol, Canteras Acabados Finos, its employees, agents and independent
contractors shall have the sole and exclusive right and option to:

(a)  enter upon the Property;

(b)  have exclusive and quiet possession of the Property;

(c)  incur Expenditures;

(d)  bring upon and erect upon the Property such mineral extraction facilities
     as Cantera Y Marmol, Canteras Acabados Finos may consider advisable and
     necessary for its extraction operations; and

(e)  remove from the Property and sell or otherwise dispose of all Conchuela
     mineral products.

11. THIS AGREEMENT IS THE SOLE AGREEMENT BETWEEN THE PARTIES AND SUPERCEDES ANY
AND ALL PREVIOUS AGREEMENTS BETWEEN THE PARTIES.

11.1 By signing this Agreement, any and all previous oral and written agreements
between the parties shall be deemed to be unenforceable, null and void as of the
date of this Agreement.

SIGNED, SEALED, AND DELIVERED by Placer Del Mar in the presence of:


Signature /s/ Humberto Bravo                       (Humberto Bravo) Date 12/8/10
         -----------------------------                                   -------
Placer Del Mar, Ltd.
3707 Fifth Ave. # 351
San Diego, California

SIGNED, SEALED, AND DELIVERED by Roca Cantera Y Marmol Canteras Acabados Finos
in the presence of:


Signature /s/ Rodan Mezzo                           (Rodan Mezzo)   Date 12/8/10
         -----------------------------                                   -------
Roca Cantera Y Marmol
Canteras Acabados Finos
Margaritas No.48 Col. Jardines De Qro.
Los Arcos, BC. Mexico 22127


                                       4

EX-23

                                                                      Exhibit 23

                           CHANG G. PARK, CPA, PH. D.
        * 2667 CAMINO DEL RIO S. SUITE B * SAN DIEGO * CALIFORNIA 92108 *
                 * TELEPHONE (858)722-5953 * FAX (858) 761-0341
                         * E-MAIL changgpark@gmail.com *
- --------------------------------------------------------------------------------


December 20, 2010


To Whom It May Concern:

We consent to the use in this  Registration  Statement on Form S-1 of our report
dated September 14, 2010, relating to the financial statements of Placer Del Mar
Ltd.,  which  appears in such  Registration  Statement.  We also  consent to the
references to us under the headings "Experts" in such Registration Statement.

Very truly yours,


/s/ Chang G. Park
- -------------------------------
Chang G. Park, CPA




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