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EX-31 - Urban Hydroponics, Inc.ex31.txt
EX-32 - Urban Hydroponics, Inc.ex32.txt

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

                                    FORM 10-Q

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

                For the quarterly period ended December 31, 2012

                        Commission File Number 000-54118


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

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

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

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

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

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

Large accelerated filer [ ]                        Accelerated filer [ ]

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

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 1,720,000 shares of common
stock, par value $0.001, as of February 19, 2013

ITEM 1. FINANCIAL STATEMENTS. PLACER DEL MAR,LTD. (An Exploration Stage Company) Balance Sheets (Stated in U.S.Dollars) -------------------------------------------------------------------------------- Six Months Ended Year Ended December 31, June 30, 2012 2012 ---------- ---------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ 1,089 Accounts Receivable 127,927 127,927 ---------- ---------- TOTAL CURRENT ASSETS 127,927 129,016 ---------- ---------- OTHER ASSETS Mineral Rights License, net 311,425 317,003 ---------- ---------- TOTAL OTHER ASSETS 311,425 317,003 ---------- ---------- TOTAL ASSETS $ 439,352 $ 446,019 ========== ========== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 93,103 $ 63,339 Loan from shareholder 96,025 92,500 Current portion of mineral rights liabilities, net discount 195,799 153,371 ---------- ---------- TOTAL CURRENT LIABILITIES 384,927 309,210 ---------- ---------- LONG TERM LIABILITIES Mineral Rights Liability, net discount of $11,490 181,864 213,885 ---------- ---------- TOTAL LONG TERM LIABILITIES 181,864 213,885 ---------- ---------- TOTAL LIABILITIES 566,790 523,095 ---------- ---------- STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 50,000,000 shares Common stock, ($0.001 par value, 75,000,000 shares authorized; 1,720,000 shares issued and outstanding at September 30, 2012 and June 30, 2012 respectively 1,720 1,720 Additional paid-in capital 42,480 42,480 Deficit accumulated during exploration stage (171,638) (121,276) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY (127,438) (77,076) ---------- ---------- TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY $ 439,352 $ 446,019 ========== ========== See Notes to Financial Statements 2
PLACER DEL MAR, LTD. (An Exploration Stage Company) Statements of Operations (Stated in U.S.Dollars) -------------------------------------------------------------------------------- Inception Three Months Three Months Six Months Six Months May 13, 2005 Ended Ended Ended Ended through December 31, December 31, December 31, December 31, December 31, 2012 2011 2012 2011 2012 ------------ ------------ ------------ ------------ ------------ (Unaudited) REVENUES Revenues $ -- $ 6,352 $ -- $ 14,646 $ 197,927 ------------ ------------ ------------ ------------ ------------ TOTAL REVENUES -- 6,352 -- 14,646 197,927 ------------ ------------ ------------ ------------ ------------ OPERATING COSTS Exploration expense -- -- -- 1,508 58,174 Amortization of mineral rights license 2,789 2,789 5,578 5,578 23,241 Administrative expenses 18,625 16,865 34,378 21,070 245,153 ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING COSTS 21,414 19,654 39,956 28,156 326,568 OTHER EXPENSE Interest expense 5,203 5,203 10,406 10,406 42,997 ------------ ------------ ------------ ------------ ------------ TOTAL OTHER EXPENSE 5,203 5,203 10,406 10,406 42,997 ------------ ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (26,617) $ (18,505) $ (50,362) $ (23,916) $ (171,638) ============ ============ ============ ============ ============ BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,720,000 1,720,000 1,720,000 1,720,000 ============ ============ ============ ============ See Notes to Financial Statements 3
PLACER DEL MAR, LTD. (An Exploration Stage Company) Statements of Cash Flows (Stated in U.S.Dollars) -------------------------------------------------------------------------------- Inception Three Months Three Months Six Months Six Months May 13, 2005 Ended Ended Ended Ended through December 31, December 31, December 31, December 31, December 31, 2012 2011 2012 2011 2012 ---------- ---------- ---------- ---------- ---------- (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income(loss) $ (26,617) $ (18,505) $ (50,362) $ (23,916) $ (171,638) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Discount of long term liabilities 5,203 5,203 10,406 10,406 42,996 Amortization of mineral rights license 2,789 2,789 5,578 5,578 23,241 Changes in operating assets and liabilities: Accounts receivable -- 16,648 -- 18,354 (127,927) Accounts payable and accrued expenses 18,625 (16,092) 29,764 (16,092) 93,103 ---------- ---------- ---------- ---------- ---------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES -- (9,957) (4,614) (5,670) (140,225) ---------- ---------- ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from loan from shareholder -- -- 3,525 -- 96,025 Issuance of common stock -- -- -- -- 44,200 ---------- ---------- ---------- ---------- ---------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 3,525 -- 140,225 ---------- ---------- ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH -- (9,957) (1,089) (5,670) -- CASH AT BEGINNING OF PERIOD -- 10,787 1,089 6,500 -- ---------- ---------- ---------- ---------- ---------- CASH AT END OF PERIOD $ -- $ 830 $ -- $ 830 $ -- ========== ========== ========== ========== ========== NON-CASH INVESTING AND FINANCIAL ACTIVITIES Increase in mining rights license and long-term liabilities $ 311,425 $ 331,877 $ 311,425 $ 331,877 $ 311,425 ========== ========== ========== ========== ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- $ -- $ -- ========== ========== ========== ========== ========== Income Taxes $ -- $ -- $ -- $ -- $ -- ========== ========== ========== ========== ========== See Notes to Financial Statements 4
PLACER DEL MAR, LTD. (An Exploration Stage Company) Notes to Financial Statements NOTES TO CONDENSED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2012 (Unaudited) -------------------------------------------------------------------------------- NOTE 1. BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Placer Del Mar, Ltd., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Placer Del Mar, Ltd.'s Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012 as reported in the Form 10-K have been omitted. It is management's opinion that all adjustments necessary for a fair statement of the results of the interim periods have been made, and all adjustments are of a normal recurring nature. NOTE 2. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. While the Company has reported revenue of $197,927 during the period from May 13, 2005 (inception) to December 31, 2012, the Company generated a net loss of $171,638 during the same period. 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 3. RELATED PARTY The Company neither owns nor leases any real or personal property. The company has obtained a mineral rights option agreement. The officer/director of the Company is retired. It is possible he could become involved in other business activities as they become available. This could create a conflict between the Company and his other business interests. The Company has not formulated a policy for the resolution of such a conflict should one arise. Loan from shareholder represents a loan from a related party. As of December 31, 2012 the loan balance is $96,025. 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. All funds provided to Placer Del Mar by Mr. Bravo are unsecured and he has agreed to forego any penalties or interest should Placer Del Mar be unable to repay any funds provided to the Company. NOTE 4. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after December 31, 2012 up through date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events. 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. The words "believes," "anticipates," "plans," "seeks," "expects," "intends" and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The factors discussed elsewhere in this Form 10-Q could also cause actual results to differ materially from those indicated by the Company's forward-looking statements. Placer Del Mar, Ltd. undertakes no obligation to publicly update or revise any forward-looking statements. GOING CONCERN Our unaudited financial statements presented herein are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we dodoes not have cash or other significant current assets, nor do we have an established source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. As described in Note 2 of our accompanying financial statements, our losses to date and our lack of any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If our business plan does not work, we could remain as a start-up company with limited material operations, revenues, or profits. Although management has believes their plan for Placer Del Mar will generate revenue and profit, there is no guarantee their past experiences will provide Placer Del Mar with similar future successes. RESULTS OF OPERATIONS The Company continues to conduct exploration and trenching activities that began on September 27, 2006. We have generated $197,927 in revenues and have incurred $369,565 in expenses from ongoing operations since inception through December 31, 2012, resulting in a net loss of $171,638. The following table provides selected financial data about our Company for the period ended December 31, 2012. 6
Balance Sheet Data: 12/31/2012 ------------------- ---------- Cash $ 0 Total assets $ 439,352 Total liabilities $ 566,790 Shareholders' equity $(127,438) During the three month periods ended December 31, 2012 and 2011 we generated $0 and $6,352 in revenues, respectively. During the three month period ended December 31, 2012 we incurred $18,625 in general and administrative expenses, $5,203 in interest expense and $2,789 in the amortization of the mineral rights license. For the three month period ended December 31, 2011 we incurred $16,865 in general and administrative expenses, $5,203 in interest expense and $2,789 in the amortization of the mineral rights license. During the six month periods ended December 31, 2012 and 2011 we generated $0 and $14,646 in revenues, respectively. During the six month period ended December 31, 2012 we incurred $34,378 in general and administrative expenses, $10,406 in interest expense and $5,578 in the amortization of the mineral rights license. For the six month period ended December 31, 2011 we incurred $21,070 in general and administrative expenses, $1,508 in exploration expenses, $10,406 in interest expense and $5,578 in the amortization of the mineral rights license. LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at December 31, 2012 was $0 with $127,927 in accounts receivable. There was no cash provided by financing activities for the period ended December 31, 2012. Cash provided by financing since inception was $10,000 from the sale of shares to our officer and $24,200 resulting from the sale of our common stock to 46 independent investors. We believe revenue from the Conchuela extraction and any funds loaned from Mr. Bravo will be sufficient to fund our operations for the next twelve months during our exploration stage. Through December 30, 2012 we have spent $58,174 on exploration activities. In addition to our existing cash, Mr. Bravo has provided us with a written agreement to loan the Company sufficient funds to continue the Company's business plan, Phase One exploration costs, offering costs, filing fees, and correspondence with our shareholders in an amount of up to $6,000 per month. The cumulative total amount of the loan at December 31, 2012 was $96,025. No amount of funds, loaned to the Company by Mr. Bravo, has been repaid as of the date of this filing. In the event we are unable to continue to generate revenue from the Conchuela extraction and Mr. Bravo does not provide the funding as discussed above, our business will likely fail, we may cease operations, and investors will likely lose their money. 7
OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide disclosure under this Item 3. ITEM 4. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective to ensure that the information required to be included in the reports filed or submitted by us under the Exchange Act is (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal financial and executive officers, as appropriate to allow timely decisions regarding required disclosure CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 8
PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 1A. RISK FACTORS. There have been no material changes to the risk factors previously discussed in Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2012. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. We have not sold any unregistered securities during the period covered by this report. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. There were no defaults upon senior securities during the period covered by this report. ITEM 4. MINING SAFETY DISCLOSURES. The Company is not currently the operator of a mine. ITEM 5. OTHER INFORMATION. None ITEM 6. EXHIBITS. The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 333-171307, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31 Sec. 302 Certification of Principal Executive & Financial Officer 32 Sec. 906 Certification of Principal Executive & Financial Officer 101 Interactive data files pursuant to Rule 405 of Regulation S-T** ---------- ** To Be Filed By Amendment 9
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on February 19, 2013. Placer del Mar, Ltd. /s/ Humberto Bravo ---------------------------------------- By: Humberto Bravo (Principal Executive Officer) 1