Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to __________________
Commission File Number 000-54118
Placer Del Mar, Ltd.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 72-1600437
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
302 Washington Street #351
San Diego, CA 92103-4221
(Address of Principal Executive Offices)
(775) 352-3839
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]
No market value of the voting and non-voting common equity held by
non-affiliates of the registrant has been computed based upon the fact that no
active trading market had been established as of November 13, 2013.
As of November 13, 2013, the registrant had 1,720,000 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PLACER DEL MAR, LTD.
TABLE OF CONTENTS
Page
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Part I
Item 1. Business 4
Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 12
Item 2. Properties 12
Item 3. Legal Proceedings 13
Item 4. Mine Safety Disclosures 13
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 13
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 13
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 15
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 25
Item 9A. Controls and Procedures 25
Item 9B. Other Information 26
Part III
Item 10. Directors, Executive Officers and Corporate Governance 26
Item 11. Executive Compensation 27
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 29
Item 13. Certain Relationships and Related Transactions, and Director
Independence 29
Item 14. Principal Accounting Fees and Services 30
Part IV
Item 15. Exhibits, Financial Statement Schedules 30
Signatures 32
2
PART I
FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements, including, without
limitation, in the sections captioned "Description of Business," "Risk Factors,"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations," and elsewhere. Any and all statements contained in this Report that
are not statements of historical fact may be deemed forward-looking statements.
Terms such as "may," "might," "would," "should," "could," "project," "estimate,"
"pro forma," "predict," "potential," "strategy," "anticipate," "attempt,"
"develop," "plan," "help," "believe," "continue," "intend," "expect," "future,"
and terms of similar import (including the negative of any of the foregoing) may
be intended to identify forward-looking statements. However, not all
forward-looking statements may contain one or more of these identifying terms.
Forward-looking statements in this Report may include, without limitation,
statements regarding (i) the plans and objectives of management for future
operations, including plans or objectives relating to exploration programs, (ii)
a projection of income (including income/loss), earnings (including
earnings/loss) per share, capital expenditures, dividends, capital structure or
other financial items, (iii) our future financial performance, including any
such statement contained in a discussion and analysis of financial condition by
management or in the results of operations included pursuant to the rules and
regulations of the SEC, and (iv) the assumptions underlying or relating to any
statement described in points (i), (ii) or (iii) above.
The forward-looking statements are not meant to predict or guarantee actual
results, performance, events or circumstances and may not be realized because
they are based upon our current projections, plans, objectives, beliefs,
expectations, estimates and assumptions and are subject to a number of risks and
uncertainties and other influences, many of which we have no control over.
Actual results and the timing of certain events and circumstances may differ
materially from those described by the forward-looking statements as a result of
these risks and uncertainties. Factors that may influence or contribute to the
inaccuracy of the forward-looking statements or cause actual results to differ
materially from expected or desired results may include, without limitation, our
inability to identify a suitable business combination or to obtain adequate
financing, insufficient cash flows and resulting illiquidity, our inability to
expand any business we may combine with, government regulations, lack of
diversification, competition, results of arbitration and litigation and stock
volatility and illiquidity. A description of some of the risks and uncertainties
that could cause our actual results to differ materially from those described by
the forward-looking statements in this Report appears in the section captioned
"Risk Factors" and elsewhere in this Report.
Readers are cautioned not to place undue reliance on forward-looking statements
because of the risks and uncertainties related to them. We disclaim any
obligation to update the forward-looking statements contained in this Report to
reflect any new information or future events or circumstances or otherwise.
Readers should read this Report in conjunction with the discussion under the
caption "Risk Factors," our financial statements and the related notes thereto
in this Report, and other documents which we may file from time to time with the
SEC.
3
PART I
ITEM 1. BUSINESS
HISTORY
Placer Del Mar, Ltd. was incorporated in Nevada on May 13, 2005, for the purpose
of mining and mineral exploration. We had a mineral rights revenue sharing
agreement with Mr. Jorge Alberto Almarez to explore a property in Mexico for
mainly gold, tungsten, perlite, sulfides, titanium, and silver. Our revenue
sharing agreement granted us the right to free access and exploration of the
property together with the right to file a mining claim on the property, located
7 miles east of Rosarito, Baja California, Mexico on Avenida Canyon Rosarito,
500 meters east of Machado Cemetery (Longitude: 32 degrees, 21.15 minutes, 10
seconds North, Latitude: 118 degrees, 57.27 minutes, 46 seconds West, Elevation:
174 Meters). We filed a mining claim on April 24, 2006, with the Mexican
government. From June 6, 2005, through April 24, 2006, we owned an option which
granted us the right to exercise a mining claim on the Almarez property. On
April 24, 2006, we exercised the 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 we were to pay Almarez 10% net smelter returns
royalty for any mineralization found on the property. On April 24, 2006, we
entered into a new agreement with Almarez, which granted full ownership of the
mineral rights located on the Almarez property to us subject to a 1% net smelter
returns royalty reserved in favor of Mr. Almarez for any and all minerals
extracted by us from the property. Mr. Almarez continued to own the land. Placer
Del Mar owned any possible mineralization on the land or beneath the surface
subject to the royalty for Almarez.
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 per its rights as
Operator and right to appoint a nominee under the Mineral Rights Revenue Sharing
Agreement dated April 24, 2006, between us and Mr. Almarez, as amended on
December 8, 2010.
Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on
December 8, 2010), Mr. Almarez granted to us the sole and exclusive right to
establish mineral claims on the property, subject to a payment of $400,000 by us
to Mr. Almarez, to be paid in equal payments over 60 months in the amount of
$6,666, beginning no later than June 1, 2011, for the exclusive right to begin
extracting Conchuela from the Property. Such payments would be in lieu of the
original 1% Net Smelter Returns royalty originally reserved in favor of Mr.
Almarez. Mr. Almarez agreed to extend the payment due date from April 1, 2012 to
December 1, 2012. 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.
Our principal executive offices are located at 302 Washington Street #351, San
Diego, CA 92103. The telephone number is (775) 352-3839.
TERMINATION OF MINING AGREEMENTS
In June, 2013, our Board of Directors determined that the Company should cease
its mining exploration activities and to refocus our business objectives to
seeking, investigating and, if such investigation warrants, engaging in a
business combination with a private entity whose business presents an
opportunity for our shareholders. Accordingly, as of June 30, 2013, both the
Mineral Rights Revenue Sharing Agreement with Mr. Almarez and the Mineral
Extraction Agreement with Roca Cantera Y Marmol, Canteras Acabados Finos were
terminated by the parties, with each party waiving, and releasing the other
party from, any liabilities or obligations, past or future, under those
agreements.
OUR BUSINESS PLAN
We are no longer engaged in the business of mining and mineral exploration. We
currently hold no mineral exploration or mining rights and do not currently
intend to acquire any.
We intend to seek, investigate and, if such investigation warrants, engage in a
business combination with a private entity whose business presents an
opportunity for our shareholders. Our objectives discussed below are extremely
general and are not intended to restrict discretion of our Board of Directors to
search for and enter into potential business opportunities or to reject any such
opportunities.
4
We have no particular business combination in mind and have not entered into any
negotiations regarding such a combination. Neither our officers nor any of our
affiliates has engaged in any negotiations with any representative of any
company regarding the possibility of an acquisition or combination between our
company and such other company. We have not yet entered into any agreement, nor
do we have any commitment or understanding to enter into or become engaged in a
transaction.
We will not restrict our potential candidate target companies to any specific
business, industry or geographical location and, thus, may acquire any type of
business. Further, we may acquire or combine with a venture that is in its
preliminary or development stage, one that is already in operation or one that
is in a more mature stage of its corporate existence. Accordingly, business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult and complex.
We believe that there are numerous firms seeking the perceived benefits of a
publicly registered corporation. These benefits are commonly thought to include
the following:
* the ability to use registered securities to acquire assets or
businesses;
* increased visibility in the marketplace;
* greater ease of borrowing from financial institutions;
* improved stock trading efficiency;
* greater shareholder liquidity;
* greater ease in subsequently raising capital;
* ability to compensate key employees through stock options and other
equity awards;
* enhanced corporate image; and
* a presence in the United States capital markets.
We have not conducted market research and are not aware of statistical data to
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.
Target companies potentially interested in a business combination with us may
include the following:
* a company for which a primary purpose of becoming public is the use of
its securities for the acquisition of other assets or businesses;
* a company that is unable to find an underwriter of its securities or
is unable to find an underwriter of securities on terms acceptable to
it;
* a company that desires to become public with less dilution of its
common stock than would occur upon an traditional underwritten public
offering;
* a company that believes that it will be able to obtain investment
capital on more favorable terms after it has become public;
* a foreign company that may wish an initial entry into the United
States securities markets;
* a special situation company, such as a company seeking a public market
to satisfy redemption requirements under a qualified employee stock
option plan; or
5
* a company seeking one or more of the other mentioned perceived
benefits of becoming a public company.
The analysis of new business opportunities will be undertaken by or under the
supervision of our executive officers and directors, none of whom is a business
analyst. Therefore, it is anticipated that outside consultants or advisors may
be utilized to assist us in the search for and analysis of qualified target
companies.
A decision to participate or not in a specific business opportunity will be made
based upon our analysis of the quality of the prospective business opportunity's
management and personnel, its assets, the anticipated acceptability of products
or marketing concepts, the merit of a proposed business plan and numerous other
factors that are difficult, if not impossible, to analyze using any objective
criteria. We have unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities.
In our efforts to analyze potential acquisition targets, we will consider the
following kinds of factors:
* potential for growth, indicated by new technology, anticipated market
expansion or new products;
* competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry
as a whole;
* strength and diversity of management, either in place or scheduled for
recruitment;
* capital requirements and anticipated availability of required funds,
to be provided by us or from operations, through the sale of
additional securities, through bank loans or other commercial
borrowing arrangements, through joint ventures or similar arrangements
or from other sources;
* the cost of participation by us as compared to the perceived tangible
and intangible values and potentials;
* the extent to which the business opportunity can be advanced;
* the accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items;
and
* other relevant factors.
In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to our limited capital available for
investigation, we may not discover or adequately evaluate adverse facts about
the opportunity to be acquired.
In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, licensing
agreement or other arrangement with another entity. We also may acquire stock or
assets of an existing business. On the consummation of a transaction it is
probable that the present management and shareholders of the company will no
longer be in control of the company. In addition, some or all of our officers
and directors, as part of the terms of the acquisition transaction, likely will
be required to resign and be replaced by one or more new officers and directors
without a vote of our shareholders.
It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of a transaction, we may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. The issuance of substantial additional securities and their
potential sale into any trading market which may develop in our securities may
have a depressive effect on that market a.
6
While the actual terms of a transaction to which we may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition as a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.
With respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of our company that the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, our existing shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in our company following any
merger or acquisition. The percentage ownership of our existing shareholders may
be subject to significant reduction in the event we acquire a target company
with substantial assets. Any merger or acquisition effected by us can be
expected to have a significant dilutive effect on the percentage of shares held
by our shareholders at such time.
We will participate in a business opportunity only after the negotiation and
execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with our attorneys and
accountants, and will include miscellaneous other terms.
We are presently subject to the reporting requirements included of the Exchange
Act. Included in these requirements is our duty to file with the Securities and
Exchange Commission ("SEC") as part of a Current Report on Form 8-K after
consummation of a merger or acquisition audited financial statements of the
business acquired and pro forma financial information. If such audited financial
statements and pro forma financial information are not available at closing, or
within time parameters necessary to insure our compliance with the requirements
of the Exchange Act, or if the audited financial statements provided do not
conform to the representations made by the target company, the closing documents
may provide that the proposed transaction will be voidable at the discretion of
our present management.
It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial cost for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction
may result in our loss of the related costs incurred.
We do not intend to undertake any efforts to cause a market to develop in our
securities, either debt or equity, until we have successfully concluded a
business combination.
We intend to continue to comply with the reporting requirements of the Exchange
Act for so long as we are subject to those requirements.
COMPETITION
We expect to encounter substantial competition in our efforts to identify and
consummate a transaction with a business opportunity. The primary competition
will be from other companies organized and funded for similar purposes, small
venture capital partnerships and corporations, small business investment
companies and wealthy individuals, all of which may have substantially greater
financial and other resources than we do. In view of our limited financial
resources and limited management availability, we may be at a competitive
disadvantage compared to our competitors.
COMPLIANCE WITH GOVERNMENT REGULATION
Since the Mineral Rights Revenue Sharing Agreement and the Mineral Extraction
Agreement are now terminated, we may have some residual obligations for
re-contouring and re-vegetation of disturbed surface areas or other remediation
7
work on that property. It is not possible to estimate the potential costs of
such work, if any, at this time. Except as discussed above, we are currently not
subject to any material governmental regulations.
EMPLOYEES
We currently have no employees. In the future, if we acquire or initiate a new
business, we may hire personnel as needed.
RESEARCH AND DEVELOPMENT EXPENDITURES
We are not currently conducting any research and development activities.
SUBSIDIARIES
We have no subsidiaries.
PATENTS/TRADEMARKS/LICENSES/FRANCHISES/CONCESSIONS/ROYALTY AGREEMENTS OR LABOR
CONTRACTS
We do not own any patents or trademarks. Also, we are not a party to any license
or franchise agreements, concessions, or labor contracts.
ITEM 1A. RISK FACTORS
THIS ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE
EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY. YOU ARE CAUTIONED
THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES,
AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH
STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN
THIS ANNUAL REPORT ON FORM 10-K, INCLUDING THE MATTERS SET FORTH BELOW, WHICH
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH
FORWARD-LOOKING STATEMENTS.
An investment in our common stock involves a high degree of risk. You should
carefully consider the following risk factors before deciding to invest in our
company. If any of the following risks actually occur, our business, financial
condition, results of operations and prospects for growth would likely suffer.
As a result, you may lose all or part of your investment in our company.
WE ARE A DEVELOPMENT STAGE COMPANY AND MAY NEVER BE ABLE TO EFFECTUATE OUR
BUSINESS PLAN.
We intend to seek, investigate and, if such investigation warrants, engage in a
business combination with a private entity whose business presents an
opportunity for our shareholders. As a development stage company with limited
resources we may not be able to successfully effectuate our business plan. There
can be no assurance that we will ever achieve any revenues or profitability.
The revenue and income potential of our proposed business and operations is
unproven as the lack of operating history makes it difficult to evaluate the
future prospects of our business.
We require financing to acquire businesses and implement our business plan. We
cannot assure you that we will be successful in obtaining financing or acquiring
businesses, or in operating those acquired businesses in a profitable manner.
WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE NO REVENUE.
As we have no current revenue, we are expecting losses over the next 12 months
because we do not yet have any revenues to offset the expenses associated with
our business plan. We cannot guarantee that we will ever be successful in
generating revenues in the future. We recognize that if we are unable to
generate revenues, we will not be able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide investors with no assurance that we
will generate any operating revenues or ever achieve profitable operations.
8
IF OUR BUSINESS PLANS ARE NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE
INVESTMENT IN US.
Since inception, we have had no revenues and incurred a cumulative net loss of
$6,021,153 through December 31, 2012. This raises substantial doubt about our
ability to continue as a going concern. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in our incurring a net
operating loss that will increase continuously until we can consummate a
business combination with a profitable business opportunity. We cannot assure
you that we can identify a suitable business opportunity and consummate a
business combination. If we cannot continue as a going concern, our stockholders
may lose their entire investment in us.
WE DO NOT HAVE ANY AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.
We have no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public entity.
We cannot assure you that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that future funds allocated to the purchase of our shares will not be
invested in a company with active business operations.
FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND
ATTRACT A SUITABLE ACQUISITION.
The success of our proposed plan of operation will depend to a great extent on
the operations, financial condition and management of the identified target
company. While business combinations with entities having established operating
histories are preferred, there can be no assurance that we will be successful in
locating candidates meeting such criteria. The decision to enter into a business
combination will likely be made without detailed feasibility studies,
independent analysis, market surveys or similar information which, if we had
more funds available to it, would be desirable. In the event we complete a
business combination the success of our operations will be dependent upon
management of the target company and numerous other factors beyond our control.
We cannot assure you that we will identify a target company and consummate a
business combination.
THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER OR
COMBINATION TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.
We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
WE HAVE NOT CONDUCTED MARKET RESEARCH TO IDENTIFY BUSINESS OPPORTUNITIES, WHICH
MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE WITH OR ACQUIRE.
We have neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated
by us. Our management has not identified any specific business combination or
other transactions for formal evaluation by us, such that it may be expected
that any such target business or transaction will present such a level of risk
that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to
acquire a business opportunity on terms favorable to us. Decisions as to which
business opportunity to participate in will be unilaterally made by our
management, which may act without the consent, vote or approval of our
stockholders.
9
MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET
COMPANY, WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE
ACQUISITION CANDIDATE.
While seeking a business combination, management anticipates devoting very
limited time to our affairs in total. None of our officers has entered into a
written employment agreement with us and is not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.
We are dependent on the services of our executive officers to obtain capital
required to implement our business plan and for identifying, investigating,
negotiating and integrating potential acquisition opportunities. The loss of
services of senior management could have a substantial adverse effect on us. The
expansion of our business will be largely contingent on our ability to attract
and retain highly qualified corporate and operations level management team. We
cannot assure you that we will find suitable management personnel or will have
financial resources to attract or retain such people if found.
THE TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.
Target companies that fail to comply with SEC reporting requirements may delay
or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including audited financial statements for the company acquired.
The time and additional costs that may be incurred by some target entities to
prepare these statements may significantly delay or essentially preclude
consummation of an acquisition. Otherwise suitable acquisition prospects that do
not have or are unable to obtain the required audited statements may be
inappropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.
WE MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY AFFECT
OUR OPERATIONS.
Although we will be subject to the reporting requirements under the Exchange
Act, management believes we will not be subject to regulation under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), since
we will not be engaged in the business of investing or trading in securities. If
we engage in business combinations that result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we could be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of the Investment
Company Act could subject us to material adverse consequences.
ANY POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.
If we enter into a business combination with a foreign concern, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment of raw materials and finished goods across national borders and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency and balance of payments positions, and in other
respects.
WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO EXECUTE OUR BUSINESS PLAN. IF OUR
OPERATIONS DO NOT PRODUCE THE NECESSARY CASH FLOW, OR IF WE CANNOT OBTAIN NEEDED
FUNDS, WE MAY BE FORCED TO REDUCE OR CEASE OUR ACTIVITIES WITH CONSEQUENT LOSS
TO INVESTORS.
We have a need for cash in order to pay obligations currently due in a timely
manner, and to finance our business operations. Our continued operations will
depend upon the sustainability of cash flow from our ability to raise additional
funds, as required, through equity or debt financing. There is no assurance that
we will be able to obtain additional funding when it is needed, or that such
funding, if available, will be obtainable on terms acceptable to us. If we
cannot obtain needed funds, we may be forced to reduce or cease our activities
10
with consequent loss to investors. In addition, should we incur significant
presently unforeseen expenses or delays, we may not be able to accomplish our
goals.
IF WE FAIL TO DEVELOP AND MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE
MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD, AS
A RESULT, CURRENT AND POTENTIAL SHAREHOLDERS COULD LOSE CONFIDENCE IN OUR
FINANCIAL REPORTS, WHICH COULD HARM OUR BUSINESS AND THE TRADING PRICE OF OUR
COMMON STOCK.
Effective internal controls are necessary for us to provide reliable financial
reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of
2002 requires us to evaluate and report on our internal controls over financial
reporting. We plan to comply with Section 404 by strengthening, assessing and
testing our system of internal controls to provide the basis for our report. The
process of strengthening our internal controls and complying with Section 404 is
expensive and time consuming, and requires significant management attention,
especially given that we have not yet undertaken any efforts to comply with the
requirements of Section 404. We cannot be certain that the measures we will
undertake will ensure that we will maintain adequate controls over our financial
processes and reporting in the future. Furthermore, if we are able to rapidly
grow our business, the internal controls that we will need will become more
complex, and significantly more resources will be required to ensure our
internal controls remain effective. Failure to implement required controls, or
difficulties encountered in their implementation, could harm our operating
results or cause us to fail to meet our reporting obligations. If we discover a
material weakness in our internal controls, the disclosure of that fact, even if
the weakness is quickly remedied, could diminish investors' confidence in our
financial statements and harm our stock price. In addition, non-compliance with
Section 404 could subject us to a variety of administrative sanctions, including
the suspension of trading, ineligibility for listing on the OTC Bulletin Board,
one of the national securities exchanges, and the inability of registered
broker-dealers to make a market in our common stock, which would further reduce
our stock price.
OUR PRINCIPAL STOCKHOLDER OWNS A CONTROLLING INTEREST IN OUR VOTING STOCK AND
INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH COULD RESULT IN
DECISIONS ADVERSE TO OUR GENERAL SHAREHOLDERS.
Humberto Bravo beneficially owns approximately 64% of our outstanding common
stock. As a result, he will have the ability to control substantially all
matters submitted to our stockholders for approval including: (a) election of
our Board of Directors ("Board"); (b) removal of any of our directors; (c)
amendments of our Certificate of Incorporation or bylaws; (d) adoption of
measures that could delay or prevent a change in control or impede a merger,
takeover or other business combination involving us, or (e) other significant
corporate transactions.
OUR FAILURE TO ADOPT CERTAIN CORPORATE GOVERNANCE PROCEDURES MAY PREVENT US FROM
OBTAINING A LISTING ON A NATIONAL SECURITIES EXCHANGE.
None of our directors is "independent" as that term is defined in the rules of
any national securities exchange. As a result, we do not have an audit,
compensation or nominating and corporate governance committee. The functions of
such committees would perform are performed by the Board as a whole.
Consequently, there is a potential conflict of interest in Board decisions that
may adversely affect our ability to become a listed security on a national
securities exchange and as a result adversely affect the liquidity of our common
stock.
TRADING IN OUR SHARES OF COMMON STOCK IS LIMITED, AND WILL NOT IMPROVE UNLESS WE
INCREASE OUR SALES, BECOME PROFITABLE AND SECURE MORE ACTIVE MARKET MAKERS.
There is a limited trading market for our common stock. There can be no
assurance that a regular trading market for our securities will ever develop or
that if developed it will be sustained. The trading price of our securities
could be subject to wide fluctuations, in response to quarterly variations in
our operating results, announcements by us or others, developments affecting us,
and other events or factors. In addition, the stock market has experienced
extreme price and volume fluctuations in recent years. These fluctuations have
had a substantial effect on the market prices for many companies, often
unrelated to the operating performance of such companies, and may adversely
affect the market prices of the securities Such risks could have an adverse
effect on the stock's future liquidity.
WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
11
Our Certificate of Incorporation, as amended, authorizes the issuance of
50,000,000 shares of common stock. The future issuance of common stock may
result in substantial dilution in the percentage of our common stock held by our
then existing shareholders. We may value any common stock issued in the future
on an arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect on
any trading market for our common stock.
OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC, AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
Rule 15g-9 under the Exchange Act establishes the definition of a "penny stock,"
for the purposes relevant to us, 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) 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 prescribed by the Commission 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. Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our Common shares and cause a decline in the market
value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR
STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY
SELL THEM.
We intend to retain any future earnings to finance the development and expansion
of our business. We do not anticipate paying any cash dividends on our common
stock in the foreseeable future. Unless we pay dividends, our stockholders will
not be able to receive a return on their shares unless they sell them. We cannot
assure you that you will be able to sell shares when you desire to do so.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive office address is 302 Washington Street #351, San Diego,
CA 92103. The principal executive office and facilities are provided by the
officer and 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.
We do not own or lease any other real property or any plants, mines or other
physical properties.
12
ITEM 3. LEGAL PROCEEDINGS
From time to time we may be involved in claims arising in connection with our
business.
As of the date of this Report, there are no material pending legal proceedings
to which the Company or any of its subsidiaries is a party or of which any of
their property is the subject, nor are there any such proceedings known to be
contemplated by governmental authorities.
ITEM 4. MINING SAFETY DISCLOSURES
The Company is not currently the operator of any mine.
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our common stock currently trades on the Over-the-Counter Bulletin Board with
the symbol PDMT. There has been no active trading of our common stock during the
years ended June 30, 2013 and 2012. There is no established public trading
market for our common stock.
Our common stock transfer agent is Island Stock Transfer, 100 2nd Ave. South,
Suite 705S, St. Petersburg, FL 33701.
As of November 13, 2103, our common stock was held of record by 24 persons.
We have never paid any dividends on our common stock. We intend to retain any
future earnings to finance the development and expansion of our business. We do
not anticipate paying any cash dividends on our common stock in the foreseeable
future.
RECENT SALES OF UNREGISTERED SECURITIES
We have not issued any equity securities during the period covered by this
Report
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company, we are not required to provide the information
required by this Item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this report. This discussion
contains forward-looking statements that involve risks, uncertainties and
assumptions. See "Forward-Looking Statements." Our actual results could differ
materially from those anticipated in the forward-looking statements as a result
of certain factors discussed in "Risk Factors" and elsewhere in this Report.
The following discussion and analysis of the Company's financial condition and
results of operations is based on the preparation of our financial statements in
accordance with U.S. generally accepted accounting principles. You should read
this discussion and analysis together with such financial statements and the
related notes thereto.
13
GOING CONCERN
In the course of its development activities, the Company has sustained losses
and expects such losses to continue through at least the end of fiscal 2014. The
Company expects to finance its operations primarily through one or more future
financings. However, there exists substantial doubt about the Company's ability
to continue as a going concern for at least the next twelve months, because the
Company will be required to obtain additional capital in the future to continue
its operations and there is no assurance that it will be able to obtain such
capital, through equity or debt financing, or any combination thereof, or on
satisfactory terms or at all. Our independent auditors have included an
explanatory paragraph in their report on our consolidated financial statements
included in this report that raises substantial doubt about our ability to
continue as a going concern. Our financial statements do not include any
adjustments that may result from the outcome of this uncertainty. We have
generated minimal operating revenues since our inception. We had an accumulated
deficit of $175,467 as of June 30, 2013. Our continuation as a going concern is
dependent upon future events, including our ability to identify a suitable
business combination, to raise additional capital and to generate positive cash
flows. Our audited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles applicable to a going
concern, which implies we will continue to meet our obligations and continue our
operations for the next twelve months. Realization values may be substantially
different from carrying values as shown, and our consolidated financial
statements do not include any adjustments relating to the recoverability or
classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary as a result of the going concern
uncertainty.
OVERVIEW
Historically, we were engaged in the business of exploring for minerals. During
the fiscal year ended June 30, 2013, we engaged in limited exploration
activities, had minimal operations, and generated no revenues. In June 2013, our
management determined to discontinue our minerals exploration activities and to
focus on attempting to acquire other assets or business operations that would
maximize shareholder value. No specific assets or businesses have been
definitively identified and there is no certainty that any such assets or
business will be identified or any transactions will be consummated. See Part I,
Item 1, "Business--Our Business Plan," and Part I, Item 1A, "Risk Factors," for
additional information and risks associated with our proposed business plan.
We expect that we will need to raise funds in order to effectuate our business
plan. We may seek additional investors to purchase our stock to provide us with
working capital to fund our operations. Thereafter, we will seek to establish or
acquire businesses or assets with additional funds raised either via the
issuance of shares or debt. There can be no assurance that additional capital
will be available to us at all or on acceptable terms. We may seek to raise the
required capital by other means. We may have to issue debt or equity or enter
into a strategic arrangement with a third party. We currently have no
agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources. Since we have no such
arrangements or plans currently in effect, our inability to raise funds will
have a severe negative impact on our ability to remain a viable company. In
pursuing the foregoing goals, we may seek to expand or change the composition of
the Board or make changes to our current capital structure, including issuing
additional shares or debt and adopting a stock option plan.
We do not expect to generate any revenues over the next twelve months. Our
principal business objective for the next twelve months will be to seek,
investigate and, if such investigation warrants, engage in a business
combination with a private entity whose business presents an opportunity for our
shareholders.
During the next 12 months we anticipate incurring costs related to filing of
Exchange Act reports, and possible costs relating to consummating an acquisition
or combination. We believe we will be able to meet these costs through use of
funds in our treasury and additional amounts, as necessary, to be loaned by or
invested in us by our stockholders, management or other investors. We have no
specific plans, understandings or agreements with respect to the raising of such
funds, and we may seek to raise the required capital by the issuance of equity
or debt securities or by other means. Since we have no such arrangements or
plans currently in effect, our inability to raise funds for the consummation of
an acquisition may have a severe negative impact on our ability to become a
viable company. We estimate that the level of working capital needed for these
general and administrative costs for the next twelve months will be
approximately $7,500. However, this estimate is subject to change, depending on
the number of transactions in which we ultimately become involved.
14
We intend to contract out certain technical and administrative functions on an
as-needed basis in order to conduct our operating activities. Our management
team will select and hire these contractors and manage and evaluate their work
performance.
RESULTS OF OPERATIONS
YEAR ENDED JUNE 30, 2013, COMPARED TO YEAR ENDED JUNE 30, 2012
During the years ended June 30, 2013 and 2012, we generated $0 and $14,646 in
revenues, respectively. During the year ended June 30, 2013, we incurred $72,417
in general and administrative expenses, $20,700 in interest expense, $0 in
exploration expense and $11,156 in the amortization of the mineral rights
license. During the year ended June 30, 2012 we incurred $90,850 in general and
administrative expenses, $20,700 in interest expense, $1,508 in exploration
expense and $11,156 in the amortization of the mineral rights license. The
decrease in revenue and expenses from 2013 to 2012 was due to a slowdown of the
extraction of Conchuela from the property.
In June, 2013, our Board of Directors determined that the Company should cease
its mining exploration activities and to refocus our business objectives to
seeking, investigating and, if such investigation warrants, engaging in a
business combination with a private entity whose business presents an
opportunity for our shareholders. Accordingly, as of June 30, 2013, both the
Mineral Rights Revenue Sharing Agreement with Mr. Almarez and the Mineral
Extraction Agreement with Roca Cantera Y Marmol, Canteras Acabados Finos were
terminated by the parties, with each party waiving, and releasing the other
party from, any liabilities or obligations, past or future, under those
agreements.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2013, we had $0 of cash and cash equivalents on hand, compared to
$1,089 at June 30, 2012.
We estimate our general and administrative costs will require approximately
$7,500 for the fiscal year ending June 30, 2014, exclusive of any business
acquisition or combination costs. We plan to raise the necessary funds through
loans from affiliates or others.
We may be unable to secure additional financing on terms acceptable to us, or at
all, at times when we need such financing. Our inability to raise additional
funds on a timely basis could prevent us from achieving our business objectives
and could have a negative impact on our business, financial condition, results
of operations and the value of our securities.
If we raise additional funds by issuing additional equity or convertible debt
securities, the ownership percentages of existing stockholders will be reduced
and the securities that we may issue in the future may have rights, preferences
or privileges senior to those of the current holders of our Common Stock. Such
securities may also be issued at a discount to the market price of our Common
Stock, resulting in possible further dilution to the book value per share of
Common Stock. If we raise additional funds by issuing debt, we could be subject
to debt covenants that could place limitations on our operations and financial
flexibility.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information
required by this Item.
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Placer Del Mar LTD.
I have audited the accompanying balance sheets of Placer Del Mar LTD. (A
Development Stage Company) as of June 30, 2013 and 2013, and the related
statements of operations, stockholders' equity and cash flows for the years
ended June 30, 2013 and 2012 and for the period from May 13, 2005 (inception),
to June 30, 2013. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Placer Del Mar LTD., (A Development
Stage Company) as of June 30, 2013 and 2012, and the results of its operations
and cash flows for the years ended June 30, 2013 and 2012 and the period from
May 13, 2005 (inception), to June 30, 2013 in conformity with generally accepted
accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 3 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart
--------------------------------
Seattle, Washington
November 13, 2013
16
PLACER DEL MAR,LTD.
(A Development Stage Company)
Balance Sheets
(Stated in U.S.Dollars)
--------------------------------------------------------------------------------
Year Ended Year Ended
June 30, 2013 June 30, 2012
------------- -------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ -- $ 1,089
Accounts Receivable -- 127,927
---------- ----------
TOTAL CURRENT ASSETS -- 129,016
---------- ----------
OTHER ASSETS
Mineral Rights License, net -- 317,003
---------- ----------
TOTAL OTHER ASSETS -- 317,003
---------- ----------
TOTAL ASSETS $ -- $ 446,019
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 101,039 $ 63,339
Loan from shareholder -- 92,500
Loan from related party 30,228 --
Current portion of mineral rights liabilities, net discount -- 153,371
---------- ----------
TOTAL CURRENT LIABILITIES 131,267 309,210
---------- ----------
LONG TERM LIABILITIES
Mineral Rights Liability, net discount -- 213,885
---------- ----------
TOTAL LONG TERM LIABILITIES -- 213,885
---------- ----------
TOTAL LIABILITIES 131,267 523,095
---------- ----------
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 June 30, 2013 and June 30, 2012 respectively 1,720 1,720
Additional paid-in capital 42,480 42,480
Deficit accumulated during exploration stage (175,467) (121,276)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (131,267) (77,076)
---------- ----------
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY $ -- $ 446,019
========== ==========
See Notes to Financial Statements
17
PLACER DEL MAR, LTD.
(A Development Stage Company)
Statements of Operations
(Stated in U.S.Dollars)
--------------------------------------------------------------------------------
Inception
May 13, 2005
Year Ended Year Ended through
June 30, 2013 June 30, 2012 June 30, 2013
------------- ------------- -------------
REVENUES
Revenues $ -- $ 14,646 $ 197,927
---------- ---------- ----------
TOTAL REVENUES -- 14,646 197,927
---------- ---------- ----------
OPERATING COSTS
Exploration expense -- 1,508 58,174
Amortization of mineral rights license 11,156 11,156 28,819
Administrative expenses 72,417 90,850 279,793
---------- ---------- ----------
TOTAL OPERATING COSTS 83,573 103,514 366,786
OTHER EXPENSE
Interest expense 20,700 20,700 53,290
---------- ---------- ----------
TOTAL OTHER EXPENSE 20,700 20,700 53,290
---------- ---------- ----------
NET ORDINARY INCOME (LOSS) (104,273) (109,568) (222,149)
---------- ---------- ----------
OTHER INCOME/EXPENSE
Other Income
Ordinary gain from June 30, 2013 liability
write-off 46,682 -- 46,682
---------- ---------- ----------
NET INCOME(LOSS) $ (57,591) $ (109,568) $ (175,467)
========== ========== ==========
BASIC AND DILUTED EARNINGS (LOSS)
PER SHARE $ (0.03) $ 0.06
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,720,000 1,720,000
========== ==========
See Notes to Financial Statements
18
PLACER DEL MAR LTD.
(A Development Stage Company)
Statements of Stockholder's Equity
(Stated in U.S.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 Profit June 30, 2011 100,100 100,100
----------- --------- --------- --------- ---------
BALANCE, JUNE 30, 2011 1,720,000 1,720 42,480 (11,708) 32,492
----------- --------- --------- --------- ---------
Net loss June 30, 2012 (106,168) (106,168)
----------- --------- --------- --------- ---------
BALANCE JUNE 30, 2012 1,720,000 1,720 42,480 (117,876) (73,676)
----------- --------- --------- --------- ---------
Net loss June 30, 2013 (57,591) (57,591)
----------- --------- --------- --------- ---------
BALANCE JUNE 30, 2013 1,720,000 $ 1,720 $ 42,480 $(175,467) $(131,267)
=========== ========= ========= ========= =========
See Notes to Financial Statements
19
PLACER DEL MAR, LTD.
(A Development Stage Company)
Statements of Cash Flows
(Stated in U.S.Dollars)
--------------------------------------------------------------------------------
Inception
May 13, 2005
Year Ended Year Ended Through
June 30, 2013 June 30, 2012 June 30, 2013
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss) $ (57,591) $ (109,568) $ (175,467)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Discount of long term liabilities (past adjustments) (174,797) 20,700 --
Amortization of mineral rights license -- 11,156 --
Changes in operating assets and liabilities:
Accounts receivable 127,927 18,354 --
Accounts payable and accrued expenses 41,100 47,247 101,039
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (63,361) (12,111) (74,428)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral rights license -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan from related party 62,272 6,700 30,228
Issuance of common stock -- -- 44,200
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 62,272 6,700 74,428
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (1,089) (5,411) --
CASH AT BEGINNING OF PERIOD 1,089 6,500 --
---------- ---------- ----------
CASH AT END OF PERIOD $ -- $ 1,089 $ --
========== ========== ==========
NON-CASH INVESTING AND FINANCIAL ACTIVITIES
Increase in mining rights license
and long-term liabilities $ -- $ 334,666 $ --
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
20
PLACER DEL MAR, LTD.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
(Stated in U.S. Dollars)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Placer Del Mar, Ltd. (the "Company") was incorporated in the State of Nevada on
May 13, 2005, and its year-end is June 30. The Company is "An Exploration Stage
Company" as defined by Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") 918, Development Stage Entities. The Company
obtained a mineral rights option agreement on June 3, 2005. The Company's
inception date was May, 13th 2005. The Company began operations in September of
2006 and had ongoing operations and spent $366,786 to confirm viable minerals
within the claim. These funds were expensed due to PCAOB and GAAP rules.
On December 8, 2010 the Company entered into a Mineral Extraction Agreement with
Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on the property. As of June 30, 2013
the Company had reported revenue of $197,927 from the Conchuela extraction.
In June, 2013, our Board of Directors determined that the Company should cease
its mining exploration activities and to refocus our business objectives to
seeking, investigating and, if such investigation warrants, engaging in a
business combination with a private entity whose business presents an
opportunity for our shareholders.
Accordingly, as of June 30, 2013, both the Mineral Rights Revenue Sharing
Agreement with Mr. Almarez and the Mineral Extraction Agreement with Roca
Cantera Y Marmol, Canteras Acabados Finos were terminated by the parties, with
each party waiving, and releasing the other party from, any liabilities or
obligations, past or future, under those agreements.
We are no longer engaged in the business of mining and mineral exploration. We
currently hold no mineral exploration or mining rights and do not currently
intend to acquire any.
We intend to seek, investigate and, if such investigation warrants, engage in a
business combination with a private entity whose business presents an
opportunity for our shareholders. Our objectives discussed below are extremely
general and are not intended to restrict discretion of our Board of Directors to
search for and enter into potential business opportunities or to reject any such
opportunities.
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.
21
PLACER DEL MAR, LTD.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
(Stated in U.S. Dollars)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Mineral Property Costs
The Company conducted exploration and trenching activities beginning on
September 27, 2006 and has realized $197,927 in revenues from operations. All
exploration expenditures were expensed as incurred. Costs of acquisition and
option costs of mineral rights are capitalized upon acquisition. Mine
development costs incurred to develop new ore deposits, to expand the capacity
of mines, or to develop mine areas substantially in advance of current
production are also capitalized once proven and probable reserves exist and the
property is a commercially mineable property. Costs incurred to maintain current
production or to maintain assets on a standby basis are charged to operations.
If the Company does not continue with exploration after the completion of the
feasibility study, the mineral rights will be expensed at that time. Costs of
abandoned projects are charged to mining costs including related property and
equipment costs. To determine if these costs are in excess of their recoverable
amount periodic evaluation of carrying value of capitalized costs and any
related property and equipment costs are based upon expected future cash flows
and/or estimated salvage value in accordance with Accounting Standards
Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
Income Taxes
Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting and net operating loss carry forwards. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
Recent Accounting Pronouncements
In March 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-11,
which is included in the Codification under ASC 815. This update clarifies the
type of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements. Only an embedded credit derivative that is related to
the subordination of one financial instrument to another qualifies for the
exemption. This guidance became effective for the Company's interim and annual
reporting periods beginning January 1, 2010. The adoption of this guidance did
not have a material impact on the Company's financial statements.
In February 2010, the FASB issued ASU No. 2010-09, which is included in the
Codification under ASC 855, Subsequent Events ("ASC 855"). This update removes
the requirement for an SEC filer to disclose the date through which subsequent
events have been evaluated and became effective for interim and annual reporting
periods beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company's financial statements.
22
PLACER DEL MAR, LTD.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
(Stated in U.S. Dollars)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In January 2010, the FASB issued ASU No. 2010-06, which is included in the
Codification under ASC 820, Fair Value Measurements and Disclosures ("ASC 820").
This update requires the disclosure of transfers between the observable input
categories and activity in the unobservable input category for fair value
measurements. The guidance also requires disclosures about the inputs and
valuation techniques used to measure fair value and became effective for interim
and annual reporting periods beginning January 1, 2010. The adoption of this
guidance did not have a material impact on the Company's financial statements.
In May 2009, the FASB issued ASC No. 855 "Subsequent Events". ASC No. 855
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. ASC No. 855 sets forth (1) The period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. ASC No. 855
was effective for interim or annual financial periods ending after June 15,
2009.
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. While the Company has reported revenue
of $0 and $14,646 in the years ended June 30, 2013 and 2012, respectively, and
$197,927 from inception, the Company generated a net loss of $175,467 during the
period from May 13, 2005 (inception) to June 30, 2013. This condition raises
substantial doubt about the Company's ability to continue as a going concern.
The Company will require additional funding for operations, 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. RELATED PARTY TRANSACTION
The Company neither owns nor leases any real or personal property. 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 a related party is from Mr. Bravo. As of June 30, 2013 the loan
balance is $30,228. 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.
23
PLACER DEL MAR, LTD.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
(Stated in U.S. Dollars)
NOTE 5. INCOME TAXES
As of June 30, 2013
-------------------
Deferred tax assets:
Net operating tax carryforward $ 175,467
Tax rate 34%
---------
Gross deferred tax assets 59,659
Valuation allowance (59,659)
---------
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 6. NET OPERATING LOSSES
As of June 30, 2013, the Company has a net operating loss carryforward of
$175,467. Net operating loss carryforward expires twenty years from the date the
loss was incurred.
NOTE 7. 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, 2013 the Company had 1,720,000 shares of common stock issued and
outstanding.
NOTE 8. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2013:
* Common stock, $ 0.001 par value: 50,000,000 shares authorized;
1,720,000 shares issued and outstanding.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after June 30,
2013 up through date the Company issued these financial statements. During this
period, the Company did not have any material recognizable subsequent events.
24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, management conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of the
Evaluation Date, based on the framework set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation under this framework, management
concluded that our internal control over financial reporting was not effective
as of the Evaluation Date.
Management assessed the effectiveness of our internal control over financial
reporting as of Evaluation Date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee and we have no outside directors on
the Board of Directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
us with accounting and finance responsibilities, (2) increase the frequency of
independent reconciliations of significant accounts which will mitigate the lack
of segregation of duties until there are sufficient personnel and (3) may
consider appointing outside directors and audit committee members in the future.
Management, including our Chief Executive Officer and Chief Financial Officer,
has discussed the material weakness noted above with our independent registered
25
public accounting firm. Due to the nature of this material weakness, there is a
more than remote likelihood that misstatements which could be material to the
annual or interim financial statements could occur that would not be prevented
or detected.
This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
For the period covered by this annual report there were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the evaluation date.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our directors and officer are as follows:
Name & Address Age Position Date First Elected
-------------- --- -------- ------------------
Humberto Bravo 66 President, Secretary, May 15, 2005
302 Washington St. #351 Director
San Diego, CA 92103
Mario Laguna 60 Director June 1, 2010
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.
HUMBERTO BRAVO
WORK HISTORY
1998 - Current - Retired
BOMUCA, INC.
Administrative Manager - Tijuana, Baja California, Mexico.
1993-1998
Bomuca, Inc. is developer and manufacturer of health and beauty products.
1. Director of operations.
2. Management of sales staff.
3. Management of import/export of natural products.
26
4. Created and implemented marketing campaigns.
5. 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,
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.
To our knowledge, no director, officer or beneficial owner of more than ten
percent of any class of our equity securities of the registrant registered
pursuant to section 12 of the Exchange Act failed to file on a timely basis
reports required by section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal years.
CODE OF ETHICS
We do not currently have a code of ethics. Because of our limited business
operations and having only one officer and two directors, we believe a code of
ethics would have limited utility. We intend to adopt such a code of ethics as
our business operations expand and we have more directors, officers and
employees.
ITEM 11. 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.
27
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 2013 0 0 0 0 0 0 0 0
President, 2012 0 0 0 0 0 0 0 0
Secretary
and
Director
M. Laguna, 2013 0 0 0 0 0 0 0 0
Director 2012 0 0 0 0 0 0 0 0
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
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 principal officer has agreed to work with no regular salary until
28
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.
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth information on the ownership of our voting
securities by officers, directors and persons who own beneficially more than
five percent of our common stock as of the date of this report:
Title Name and address Amount and nature of Percent of
of class of beneficial owner beneficial ownership class
-------- ------------------- -------------------- -----
Common Humberto Bravo 1,100,000 shares 64.0%
302 Washington St. #351
San Diego, CA 92103
Common Mario Laguna 0 shares 0.0%
Common All executive officers and directors
as a group (2 persons) 1,100,000 shares 64.0%
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
EQUITY COMPENSATION PLAN INFORMATION
Number of securities to Weighted-average Number of securities remaining
be issued upon exercise exercise price of available for future issuance under
of outstanding options, outstanding options, equity compensation plans (excluding
Plan category warrants and rights warrants and rights securities reflected in column (a))
------------- ------------------- ------------------- -----------------------------------
Equity compensation plans
approved by security
holders 0 0 0
Equity compensation plans
not approved by security
holders 0 0 0
Total 0 0 0
ITEM 13. 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.
29
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.
Mr. Bravo has loaned the company a total of $30,228 through June 30, 2013, and
may continue to loan the company funds on a month by month basis as needed. 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 or audit committee financial expert. We
currently have no compensation committee or nominating committee.
No meetings of the board of directors (either regularly scheduled or special
meetings) were held during the last full fiscal year. . Shareholders may send
communications to the board of directors at the company address.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company by our independent auditor for audit
services, including interim reviews, were $17,600, for audit-related services
were $NIL, for tax services were $NIL and for other services were $NIL during
the year ended June 30, 2013.
The total fees charged to the company by our independent auditor for audit
services, including interim reviews, were $22,055, for audit-related services
were $Nil, for tax services were $Nil and for other services were $Nil during
the year ended June 30, 2012.
We do not have an audit committee and we have not adopted pre-approval policies
and procedures for services performed by our independent auditor. All audit and
non-audit services performed by our independent auditor are approved in advance
by our Board of Directors
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are included with this filing:
(b) Exhibits. The following exhibits are filed (or, where indicated, furnished)
with this Report:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
10.1 Mining Rights Revenue Share Agreement dated April 24, 2006*
10.2 Comfort Letter dated April 15, 2010*
30
10.3 Loan Agreement dated April 15, 2010*
10.4 Amendment dated December 8, 2010, to Mineral Rights Revenue
Sharing Agreement dated April 24, 2006*
10.5 Mineral Extraction Rights Agreement dated December 8, 2010*
10.6 Letter from J. Almarez dated September 30, 2012**
31.1 Sec. 302 Certification of Chief Executive Officer and Chief
Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer and Chief
Financial Officer (This certification is being furnished and shall
not be deemed "filed" with the SEC for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liability of that
section, and shall not be deemed to be incorporated by reference
into any filing under the Securities Act or the Exchange Act,
except to the extent that the Registrant specifically incorporates
it by reference.)
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
----------
* Incorporated by reference from our Registration Statement on Form S-1,
filed under SEC File Number 000-54118.
** Incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K
for the fiscal year ended June 30, 2012.
31
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Placer del Mar, Ltd.
November 13, 2013 By: /s/ Humberto Bravo
-------------------------------------
Humberto Bravo, President, Secretary,
Treasurer, Principal Executive
Officer, Principal Financial Officer,
Principal Accounting Officer and
Director
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
/s/ Mario Laguna November 13, 2013
-------------------------------
Mario Laguna, Director
3