UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM
10-K/A



(Mark
One)



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2016



[  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from _____ to _____



Commission
File Number: 000-55539



PARK
PLACE ENERGY INC.

(Exact
name of registrant as specified in its charter)



|Delaware                            |  | 47-4488552             
|----------------------------------- |  | -----------------------
|(State
    or other jurisdiction of |  | (IRS
    Employer      
|incorporation
    or organization)  |  | Identification
    No.)



|2200
    Ross Ave., Suite 4500E              |  |               
|-------------------------------------------- |  | --------------
|Dallas,
    TX USA                           |  | 75201         
|(Address
    of principal executive offices) |  | (Zip
    Code)



|(214)
    220-4340                                       |  | 
|-------------------------------------------------------- |  | 
|(Registrant’s
    telephone number, including area code) |  | 



Securities
registered under Section 12(b) of the Exchange Act: None



Securities
registered under Section 12(g) of the Exchange Act:



Common
Stock, par value $0.00001 per share(Title of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ]
Yes [X] No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

[  ]
Yes [X] No



Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.[X] Yes [  ] No



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



Indicate
by check mark if disclosure of delinquent filers in response 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. [  ]



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.



|Large
    accelerated filer [  ]                  | Accelerated
    filer [  ]       
|------------------------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ]                    | Smaller
    reporting company [X]
|(do
    not check if a smaller reporting company) |                                  



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



The
aggregate market value of the registrant’s stock held by non-affiliates of the registrant as of June 30, 2016, computed
by reference to the price at which such stock was last sold on the OTC Bulletin Board ($0.23) on that date, was approximately
$6,908,360. For purposes of this computation, all officers, directors and 10% beneficial owners of the registrant are deemed to
be affiliates. Such determination should not be deemed an admission that such officers, directors or 10% beneficial owners are,
in fact, affiliates of the registrant.



The
registrant had 56,243,904 shares of common stock outstanding as of March 7, 2017.



EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed
with the SEC on March 30, 2017 (the “Original Filing”).  We are filing this Amendment solely for the limited
purpose of amending Report of Independent Registered Public Accounting Firm to add the date that was inadvertently omitted.



Except
as contained herein, this Amendment speaks as of the filing date of the Original Filing and does not modify or update disclosures
contained in the Original Filing.  Accordingly, this Amendment should be read in conjunction with the Original Filing.


















REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Stockholders

Park
Place Energy Inc.



We
have audited the accompanying consolidated balance sheets of Park Place Energy Inc. and subsidiaries (the “Company”),
as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive loss, stockholders’
equity, and cash flows for years then ended. The Company’s management is responsible for these consolidated financial statements.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.



In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company, as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States of America.



|/s/
    Whitley Penn LLP | 
|------------------------ | 
|Dallas,
    Texas        | 
|March
    30, 2017       | 



1







SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|PARK
    PLACE ENERGY INC. |                            
|-------------------------- | ---------------------------
|                           |                            
|By:                        | /s/
    Charles Michel     
|                           | Charles
    Michel         
|                           | Chief
    Financial Officer
|                           | Date:
    April 10, 2017   



2