UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549







FORM
10-Q





x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934








FOR THE QUARTERLY PERIOD
ENDED AUGUST 31, 2009





OR






o 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 000-51670





PLACER
GOLD CORP.


(Exact
name of registrant as specified in its charter)








Nevada
            
            38-3707552(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (IRS
      Employer
              Identification
      No.)








1785
E. Sahara Avenue, Suite 490 Las Vegas, NV 89104


(Address
of principal executive offices, including zip code.)





(323)
356-7777


(Registrant's
telephone number, including area code)





The
Company is a Shell company: Yes  o 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  xNo  o





As of
August 31, 2009 the Company had 355,500,000 shares of common stock
outstanding.





1





IndexBalance
      Sheets
            F-1Statements
      of Operations
            F-2Statements
      of Cash Flows
            F-3Condensed
      Notes to the Financial Statements
            F-4






2


PLACER
      GOLD CORP.(A
      Development Stage Enterprise)BALANCE
      SHEETAugust
            
            
            May2009
            
            
            2009(unaudited)
            
            
            (unaudited)ASSETSCURRENT
      ASSETSCash
            
            
            950.22
            
            
            
            973.32Total
      Current Assets
            
            
            950.22
            
            
            
            973.32FIXED
      ASSETSOffice
      equipment, net
            
            
            0.00
            
            
            
            0.00Software,
      net
            
            
            0.00
            
            
            
            0.00Total
      Fixed Assets
            
            
            0.00
            
            
            
            0.00OTHER
      ASSETSDeposits
            
            
            0.00
            
            
            
            0.00Total
      Other Assets
            
            
            0.00
            
            
            
            0.00TOTAL
      ASSETS
            
            $
            950.22
            
            
            $
            973.32LIABILITIES
      AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
            
            
            34,170.00
            
            
            
            34,170.00Accounts
      payable - related party
            
            
            279,503.72
            
            
            
            242,006.70Loans
      from shareholders
            
            
            182,549.50
            
            
            
            154,276.41Total
      Current Liabilities
            
            
            496,223.22
            
            
            
            430,453.11STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, 20,000,000 shares authorized, no par value;zero
      shares issued and outstanding
            
            
            0.00
            
            
            
            0.00Common
      stock, 500,000,000 shares authorized, $.00001 par value;137,250,000
      shares issued and outstanding
            
            
            290.00
            
            
            
            290.00Additional
      paid-in capital
            
            
            77,060.00
            
            
            
            77,060.00Accumulated
      deficit from development stage
            
            
            (572,623.00
            )
            
            
            (506,829.79
            )Total
      Stockholders' Equity (Deficit)
            
            
            (495,273.00
            )
            
            
            (429,479.79
            )TOTAL
      LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
            
            $
            950.22
            
            
            $
            973.32





The
accompanying condensed notes are an integral part of these interim financial
statements.




F-1








PLACER
      GOLD CORP.(A
      Development Stage Enterprise)STATEMENT
      OF OPERATIONSAugustTwelve
      Months
            
            
            Twelve
      Months
            
            
            Nine
      Months
            
            
            Nine
      Months
            
            
            23,
      2004Ended
            
            
            Ended
            
            
            Ended
            
            
            Ended
            
            
            (inception)August
            
            
            August
            
            
            May
            
            
            May
            
            
            August31,
      2009
            
            
            31,
      2008
            
            
            31,
      2009
            
            
            31,
      2008
            
            
            31,
      2009(unaudited)
            
            
            (unaudited)
            
            
            (unaudited)
            
            
            (unaudited)
            
            
            (unaudited)REVENUES
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0EXPENSESOffice
            
            
            6,954
            
            
            
            85
            
            
            
            6,435
            
            
            
            85
            
            
            
            21,538Telephone
            
            
            1,105
            
            
            
            
            
            
            
            984
            
            
            
            
            
            
            
            1,105Postage
            
            
            517
            
            
            
            
            
            
            
            429
            
            
            
            
            
            
            
            517Professional
      fees
            
            
            242,300
            
            
            
            201,600
            
            
            
            181,300
            
            
            
            141,600
            
            
            
            530,363Bank
      charges
            
            
            3,208
            
            
            
            0
            
            
            
            3,208
            
            
            
            0
            
            
            
            3,208Travel
            
            
            10,720
            
            
            
            0
            
            
            
            9,359
            
            
            
            0
            
            
            
            10,720Entertainment
            
            
            505
            
            
            
            0
            
            
            
            505
            
            
            
            0
            
            
            
            505Licenses
      and fees
            
            
            6,315
            
            
            
            0
            
            
            
            3,611
            
            
            
            0
            
            
            
            6,315Marketing
            
            
            9,458
            
            
            
            0
            
            
            
            9,458
            
            
            
            0
            
            
            
            9,458Loss
      on disposition of fixed assets & depreciation
            
            
            0
            
            
            
            25,017
            
            
            
            0
            
            
            
            25,017
            
            
            
            25,107Reverse
      accounts payable to related party
            
            
            0
            
            
            
            (44,322
            )
            
            
            0
            
            
            
            (44,322
            )
            
            
            (44,322
            )Depreciation
      and amortization
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            8,108TOTAL
      EXPENSES
            
            
            281,083
            
            
            
            182,380
            
            
            
            215,290
            
            
            
            122,380
            
            
            
            572,623LOSS
      FROM OPERATIONS
            
            
            (281,083
            )
            
            
            (182,380
            )
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (572,623
            )LOSS
      BEFORE INCOME TAXES
            
            
            (281,083
            )
            
            
            (182,380
            )
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (572,623
            )INCOME
      TAXES
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0NET
      LOSS
            
            
            (281,083
            )
            
            
            (182,380
            )
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (572,623
            )NET
      LOSS PER COMMON SHARE,BASIC
      AND DILUTED
            
            nil
            
            
            nil
            
            
            nil
            
            
            nil
            
            
            nilWEIGHTED
      AVERAGE NUMBER OFCOMMON
      STOCK SHARES OUTSTANDINGBASIC
      AND DILUTED
            
            
            365,500,000
            
            
            
            230,500,000
            
            
            
            365,500,000
            
            
            
            137,250,000




The
accompanying condensed notes are an integral part of these interim financial
statements.




F-2











PLACER
      GOLD CORP.(A
      Development Stage Enterprise)STATEMENT
      OF CASH FLOWAugustTwelve
      Months
            
            
            Twelve
      Months
            
            
            Nine
      Months
            
            
            Nine
      Months
            
            
            23,
      2004Ended
            
            
            Ended
            
            
            Ended
            
            
            Ended
            
            
            (inception)August
            
            
            August
            
            
            May
            
            
            May
            
            
            August31,
      2009
            
            
            31,
      2008
            
            
            31,
      2009
            
            
            31,
      2008
            
            
            31,
      2009(unaudited)
            
            
            (unaudited)
            
            
            (unaudited)
            
            
            (unaudited)
            
            
            (unaudited)CASH
      FLOWS FROM OPERATINGACTIVITIESNet
      loss
            
            
            (281,083
            )
            
            
            (182,380
            )
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (572,623
            )Adjustment
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      and amortization
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            8,108Changes
      in assets and liabilitiesIncrease
      (decrease) in accounts payable
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            34,170Increase
      (decrease) in A/P - related party
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0(Increase)
      decrease deposits
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Net
      cash used by operating activities
            
            
            (281,083
            )
            
            
            (182,380
            )
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (530,345
            )CASH
      FLOWS FROM INVESTINGACTIVITIESPurchase
      of office equipment
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            (4,219
            )Purchase
      of software
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            (3,889
            )Net
      cash used by investing activities.
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            (8,108
            )CASH
      FLOWS FROM FINANCINGACTIVITIESIncrease
      (decrease) in A/P - related party
            
            
            241,000
            
            
            
            60,000
            
            
            
            181,000
            
            
            
            60,000
            
            
            
            469,063Net
      cash used by financing activities.
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            77,350Change
      in cash
            
            
            (40,083
            )
            
            
            (122,380
            )
            
            
            (34,290
            )
            
            
            (62,380
            )
            
            
            (148
            )Cash,
      beginning of period
            
            $
            974
            
            
            $
            70
            
            
            $
            4,300
            
            
            $
            70
            
            
            $
            0Cash,
      end of period
            
            $
            950
            
            
            $
            240
            
            
            $
            974
            
            
            $
            240
            
            
            $
            950SUPPLEMENTAL
      CASH FLOWDISCLOSURESInterest
      paid
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Income
      tax paid
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0




The
accompanying condensed notes are an integral part of these interim financial
statements.




F-3





PLACER
GOLD CORP.


(A
DEVELOPMENT STAGE ENTERPRISE)


CONDENSED
NOTES TO FINANCIAL STATEMENTS


AUGUST
31, 2009






NOTE
1 - DESCRIPTION OF BUSINESS





PLACER
GOLD CORP.(hereinafter "The Company") was
incorporated on August 23, 2004 under the laws of the State of
Nevadaas Bulldog FinancialInc., for any lawful business. The principal business of the Company is accounts
receivable management.Arctic Oil & Gas representatives have filed a
claim with the United Nations General Assembly and the countries of Canada,
Russia, United States of America, Norway and Denmark, claiming, as a responsible
oil and gas development agent of the "common heritage of mankind," the sole and
exclusive exploitation, development, marketing and extraction rights to the oil
and gas resources of the seafloor and subsurface contained within the entire
Arctic Ocean Common area beyond the exclusive economic zone of the Arctic
Ocean's surrounding countries called the "Arctic Claims." The Company intends to
operate as the "lead manager" tasked to create a multinational joint venture
consortium of major oil companies, whose technology and managerial expertise
will be vital to recovering the oil and gas from the harsh, deep waters of the
Arctic in an environmentally safe manner.  The Company sold these
assets to Pavilion energy Resources Inc. and is now seeking other renewable
energy projects.




The
company is also involved in gold mining exploration and
development.




The Company is in the development stage and as ofAUGUST 31, 2009had not realized any revenues from its
planned operations. The Company's year-end is May 31.




The
foregoing unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Regulation S-B as promulgated by the
Securities and Exchange Commission. Accordingly, these financial statements do
not include all of the disclosures required by generally accepted accounting
principles in the United States of America for complete financial statements.
These unaudited interim financial statements should be read in conjunction with
the audited financial statements for the period ended November 30, 2007. In the
opinion of management, the unaudited interim financial statements furnished
herein include all adjustments, all of which are of a normal recurring nature,
necessary for a fair statement of the results for the interim period presented.
Operating results for the six-month period ending February 28, 2007, are not
necessarily indicative of the results that may be expected for the year ending
August 31, 2009.




NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES




This
summary of significant accounting policies of ARCTIC OIL & GAS CORP. is
presented to assist in understanding the Company' s financial statements. The
financial statements and notes are representations of the Company' s management,
which is responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the United
States of America, and have been consistently applied in the preparation of the
financial statements.




Going
Concern




As shown in the accompanying financial statements, the
Company had an accumulated deficit of$361,250incurred throughAUGUST 31, 2009.The Company has no revenues, limited cash, and negative
working capital. Management has established plans to begin generating revenues
and decrease debt. Management intends to seek additional capital from new equity
securities offerings that will provide funds needed to increase liquidity, fund
internal growth and fully implement its business plan. These plans, if
successful, will mitigate the factors which raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence. The Company
anticipates that it will need $300,000 to continue in existence for the
following twelve months. The Company expects to be able to control its cash
outflows for contracts purchased based upon funds received.






F-4







PLACER
GOLD CORP.


(A
DEVELOPMENT STAGE ENTERPRISE)


CONDENSED
NOTES TO FINANCIAL STATEMENTS


AUGUST
31, 2009






Recent Accounting
Pronouncements






In February, 2007, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 159, "The Fair
Value Option for Financial Assets and Financial Liabilities - Including an
amendment of FASB Statement No. 115" (hereinafter "SFAS No. 159"). This
statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with
the Board's long-term measurement objectives for accounting for financial
instruments. This statement is effective as of the beginning of an entity's
first fiscal year that beginsafter November 15, 2007, although earlier
adoption is permitted. Management has not determined the effect that adopting this statement would have on the Company's
financial condition or results of operation.




In
September, 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 158, "Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R)" (hereinafter " SFAS No. 158"). This statement
requires an employer to recognize the overfunded or underfunded statues of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not for profit organization. This statement also requires an employer to
measure the funded status of a plan as of the date of its year end statement of
financial position, with limited exceptions. The Company does not expect the
adoption of SFAS No. 158 to have a significant material immediate effect on its
financial position or results of operations.




Use of
Estimates




The
process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.




NOTE 3 - PROPERTY AND
EQUIPMENT:Property and
equipment are stated at cost.  Depreciation and amortization is provided
using the straight-line method over the estimated useful lives of the assets.
 The useful life of property and equipment for purposes of computing
depreciation is three years. The following is a summary of property, equipment,
and accumulated depreciation:




August
      31,
            
            
            May
      31,2009
            
            
            2009Office
      Equipment
            
            
            0
            
            
            
            0Software
            
            
            0
            
            
            
            0Less
      accumulated depreciation & amortization
            
            
            0
            
            
            
            0Property
      and Equipment, net
            
            
            0
            
            
            
            0




The
Company evaluates the recoverability of property and equipment when events and
circumstances indicate that such assets might be
impaired.  The Company determines impairment by comparing the undiscounted
future cash flows estimated to be generated by these assets to their respective
carrying amounts.  Maintenance and repairs are expensed as incurred.
 Replacements and betterments are capitalized.  The cost and related
reserves of assets sold or retired are removed from the accounts, and any
resulting gain or loss is reflected in results of
operations.




Long-lived Assets:The company has adopted the policies of Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets". This standard establishes a single accounting model for long-lived
assets to be disposed of by sale, including discontinued operations, and
requires that these long-lived assets be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in continuing
operations or discontinued operations. Accordingly, the Company reviews the
carrying amount of long-lived assets for impairment where events or changes in
circumstances indicate that the carrying amount may not be recoverable. The
determination of any impairment would include a comparison of estimated future
cash flows anticipated to be generated during the remaining life of the assets
to the net carrying value of the asset.




The Company is authorized to issue500,000,000
shares of common stock. All shares have equal
voting rights, are non-assessable and have one vote per share. Voting rights are
not cumulative and, therefore, the holders of more than 50% of the common stock
could, if they choose to do so, elect all of the directors of the Company. The
Company is also authorized to issue 20,000,000 shares of preferred stock. None
of the preferred shares have been issued.






3




PLACER
GOLD CORP.


(A
DEVELOPMENT STAGE ENTERPRISE)


CONDENSED
NOTES TO FINANCIAL STATEMENTS


August
31, 2009




Note 4 – CAPITAL STOCK:On June 22, 2007, the Board of Directors of the Company
with Majority Stockholders consent, approved authorizing the Company' s Board of
Directors (1) to increase the authorized shares of common stock to 200,000,000;
(2) to effect a 5-for-1 forward stock split (pro-rata increase) of the Company's
issued and outstanding shares of Common Stock; and, (3) to amend the Articles of
Incorporation to create a class of blank check preferred stock with 20,000,000
shares authorized. Under the forward stock split, each one share of the
Company's Common Stock will be converted automatically into five shares of
Common Stock. The effective date of the forward stock splitwas July 23, 2007.




On
November 26, 2007, the Board of Directors of the Company with Majority
Stockholders consent, approved authorizing the Company' s Board of Directors (1)
to increase the authorized shares of common stock to 500,000,000; (2) to effect
a 20-for-1 forward stock split (pro-rata increase) of the Company's issued and
outstanding shares of Common Stock; and, (3) to amend the Articles of
Incorporation to create a class of blank check preferred stock with 20,000,000
shares authorized. Under the forward stock split, each one share of the
Company's Common Stock will be converted automatically into twenty shares of
Common Stock. The effective date of the forward stock split will be Nov 27th,
2007.    The accompanying financial statements and notes
reflect the split as if it had occurred at the earliest period presented. (4)
Bulldog Financial, Inc. 1,750,000 Rule 144 shares for acquisition of Arctic Oil
Claim equity.(5)




On June
15, 2008 the Board of Directors issued 193.25 million shares share under Rule
144 to settle accounts payable:




On July
23, 2008 the Board of Directors issued 120 million shares under Rule 144 for the
Blake Ridge and Bering Sea oil and gas properties interests:




On
September 10, 2008 the Company issued 15.00 million restricted rule 144 shares
to qualified investors.




NOTE
5 - INCOME TAXES




At November 30, 2008,the Company had net deferred tax assets calculated at an expected rate of 34% of
approximately438,515, principally arising
from net operating loss carry forwards for income tax purposes. As management of
the Company cannot determine that it is more likely than not that the Company
will realize the benefit of the net deferred tax asset, a valuation allowance
equal to the net deferred tax asset has been established atFebruary 28,
2008. The significant components of the deferred
tax asset atNovember 30,2008, andFebruary 28, 2009 wereas
follows:






AtFebruary 28, 2009 the Company has net operating loss carry forwards of
approximately $438,515, which begin to expire in the year 2024. The change in
valuation allowance from November 30, 2008 to August 31, 2009, is approximately
$26,270.




August
            
            
            May2009
            
            
            2009Net
      operating loss carry forward:
            
            
            572,623
            
            
            
            506,830Deferred
      tax asset
            
            
            194,692
            
            
            
            172,322Deferred
      tax asset valuation allowance
            
            
            -194,692
            
            
            
            -172,322Net
      deferred tax asset
            
            
            -
            
            
            
            -




NOTE
6 - RELATED PARTY TRANSACTIONS





Accounts
payable to related parties represents amounts due to the president and chief
executive officer for payment of expenses on behalf of the Company. These
payables are non-interest bearing and not collateralized.




ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS




We were incorporated in the state of Nevada on August
23, 2004. We have started operations. We have not generated revenues from
operations, but must be considered a start-up business. Our statutory registered
agent in Nevada:The Corporation Trust Company of Nevada, 6100 Neil Road
Suite 500, Reno, Nevada 89511 From the proceeds of our offering, we subleased
office space to commence operations. Our telephone number is
(323)-556-0643.




On May
25, 2006, we completed our public offering by selling 3,862,500 shares at $0.02
per share, totaling $77,250. We began our operations as described in the
business section of our registration statement during June 2006.




On June
22, 2007, our shareholders approved increasing our authorized shares of common
stock to 200,000,000; effecting a five-for-one forward stock split (pro-rata
increase) of our issued and outstanding shares of common stock; and, amending
our Articles of Incorporation to create a class of blank check preferred stock
with 20,000,000 shares authorized. Under the forward stock split, each one share
of the our common stock was converted automatically into five shares of common
stock. The effective date of the forward stock split was July 23,
2007.




On
November 16, 2007, Arctic Oil & Gas Corp (formerly known as Bulldog
Financial Inc.) entered into an Asset Purchase Agreement with United Oil and Gas
Consortium Management Corp., a Nevada Corporation, Strategic Nine Corporation,
also a Nevada Corporation and Sterling Oil and Gas (NZ), a New Zealand
Corporation, pursuant to which  it acquired a thirty percent interest
in certain oil and gas claims as set forth in the agreement.  These
claims arise from a joint filing made, on May 9, 2006, by United, Strategic and
Sterling with the United Nations General Assembly and the countries of Canada,
Russia, United States of America, Norway and Denmark.  The filing
claims, as a responsible oil and gas development agent of the “common heritage
of mankind”, the sole and exclusive exploitation, development, marketing and
extraction rights to the oil and gas resources of the sea floor and subsurface
contained in the entire Arctic Ocean Common area beyond the exclusive economic
zone of the Arctic Ocean’s surrounding countries (the “Arctic
Claims”).


In
consideration of Arctic acquiring a thirty percent interest in the Arctic
Claims, Arctic agreed to issue 1,750,000 restricted Common shares to United in
its own right and as agents for Strategic and Sterling, or their
assignees.


On
November 26, 2007, Scott McDowell tendered 23,750,000 Common shares to the
treasury of Arctic for cancellation as registered direct holding.  By
Agreement dated as of November 26, 2007, Arctic cancelled the
shares.  Following the cancellation there were 6,862,000 shares
outstanding.




On Nov
27th, 2007?, our shareholders approved increasing our authorized shares of
common stock to 500,000,000; effecting a twenty for-one forward stock split
(pro-rata increase) of our issued and outstanding shares of common stock; and.
Under the forward stock split, each one share of the our common stock was
converted automatically into five shares of common stock. The effective date of
the forward stock split was Nov 27th,
2007?




On
November 27, 2007, Scott McDowell resigned as president and secretary/treasurer
of Arctic and appointed the following persons as officers:








President
-                                             Peter
Sterling






Secretary/Treasurer
-                           Peter
Sterling






Vice-President
-                                    Edward
M. Lawson *






(* Since
replaced by Kelvin Williams)






Immediately
thereafter, McDowell, as the majority stockholder, appointed Peter Sterling and
Edward M. Lawson as directors and then resigned as a director.




On
November 27, 2007, the company changed its name from Bulldog Financial Inc. to
Arctic Oil & Gas Corp.




On
November 27, 2007 Arctic increased its authorized capital to 500,000,000 of par
value $0.0001 per share.




Effective
November 30, 2007, Arctic increased the number of issued Common shares, by
exchanging each such share for 20 Common shares, each with a par value of
$0.0001.




The
management's discussion and analysis, as well as the accompanying financial
statements and notes reflect the split as if it had occurred at the earliest
period presented.




We have
not conducted any market research into the likelihood of success of our Arctic
oil and gas exploration operations.




Plan
of Operations




This
section of the report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.




Knowing
that the world is entering a prolonged era of increasing energy insecurity and
higher prices, the Company and partners have embarked on an ambitious effort to
locate and bring new very-large-scale non-Middle Eastern sourced, hydrocarbons
energy resources from within the Arctic Claims to world markets.




The
Company is focusing on rapid growth via capital-efficient, well-informed,
high-reward prospecting.     The Company’s exploration
focus is on the Arctic Oceans Commons abyssal a vast region with possibly the
world’s most significant upside oil potential, away from the high-taxes and
political interference of often unstable and corrupt regimes.




We are a
start-up stage oil and gas exploration corporation and have begun operations but
have not yet generated revenues from our business operations and do not expect
to do so for some time.




Our
auditors have not issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not purchased a significant number of contracts or
generated any revenues from the development.




We cannot
guarantee that we will stay in business. We will either have to suspend
operations until we raise additional cash, or cease operations
entirely.




We do not
have sufficient cash to satisfy our cash requirements during the next twelve
months. We will not be conducting any product research or development. We intend
to hire additional employees on an as needed basis.




We intend
to accomplish the foregoing through the following milestones:




1)
            We
      will raise additional working capital via share issues and-or borrowings
      .




2)
            We
      will conduct geological studies and prepare geological reports on the
      Arctic Claims.




3)
            We
      will pursue legal efforts to perfect our claim on the Arctic Ocean Commons
      hydrocarbons resources.




4)
            We
      will pursue potential strategic major independent oil company partners in
      each of the five countries facing the Arctic Ocean
  Commons.




If we cannot generate sufficientcapitalto continue operations, we will suspend or cease
operations. If we cease operations, we do not know what we will do and we do not
have any plans to do anything else. If this occurs, you will lose all of your
investment.




Limited
operating history; need for additional capital




There is no historical financial information about us
upon which to base an evaluation of our performance. We are in start-up stage
operations and have not generated any revenues. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks
inherent in the oil and gas exploration business, including political risks
associated with the Arctic Claim, limited ice-capable exploration equipment
resources available for hire or purchase, market price variations for oil and
gas, limited capital resources and possible cost overruns due to priceand cost increases in services and
products.




We have no assurance that future oil and gasexploration-developmentfinancing will be
available to us on acceptable terms. If financing is not available on
satisfactory terms, we may be unable to continue, develop or expand our
operations. Equity financing could result in additional dilution to existing
shareholders.




From
Inception on August 23, 2004 to August 31, 2009




During this period we incorporated the company, hired
the attorney, and hired the auditor for the preparation of our Form SB-2
Registration Statement. We have prepared an internal business plan. Our loss
since inception is $171,450.




Since
inception, we sold 137,250,000 shares of common stock for $77,250 in
cash.




In
November, 2007, we issued 35,000,000 restricted Common shares to United in its
own right and as agents for Strategic and Sterling, or their assignees for the
30% interest in the Arctic Claim. In November, 2007, we cancelled 475,000,000
shares. On November 26, 2007 Bulldog Financial, Inc. was issued 1,750,000 Rule
144 shares for acquisition of Arctic Oil Claim equity.




On June
15, 2008 the Board of Directors issued 193.25 million shares share under Rule
144 to settle accounts payable:




On July
23, 2008 the Board of Directors issued 120 million shares under Rule 144 for the
Blake Ridge and Bering Sea oil and gas properties interests:




On
September 10, 2008 the Company issued up to 15.00 million restricted rule 144
shares at a 25% discount to qualified investors.




Thursday, January 22,
2009  NAME CHANGE; The Company changed its name to “Placer Gold
Corp.”





On April 06,
2009   SALE OF OIL-GAS INTERESTS. The Company entered into
an agreement with Pavilion Energy Resources to sell its oil and gas interests
for a consideration of 20 million Rule 144 Pavilion shares.  The
Company distributed approximately 18 million of the Pavilion shares received
pro-rata to PGCR shareholders at the ratio of 1 Pavilion share for every 20
Placer Gold shares owned as of close of business April 17th,
2009.




Accounts
payable




Accounts payable of $34,170represented by liabilities as of August 31,
2009.




Liquidity
and capital resources




As of the
date of this annual report, we have yet to generate any revenues from our
business operations.




In August
2004, we issued 500,000,000 shares of common stock pursuant to the exemption
from registration contained in section 4(2) of the Securities Act of 1933. This
was accounted for as a sale of common stock.




In
November 2007, we issued 35,000,000 restricted Common shares to United in its
own right and as agents for Strategic and Sterling, or their assignees for the
30% interest in the Arctic Claim.




On
November 27, 2007 Arctic increased its authorized capital to 500,000,000 of par
value $0.0001 per share.




As ofNovember 30, 2008our total assets were $6,247 in cash, and our total liabilities were $290,147 comprising of
accounts payable and accrued fees.




Recent
accounting pronouncements




In
February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, " The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115" (hereinafter "SFAS No. 159" ). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair
value measurement, which is consistent with the Board' s long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of an entity' s first fiscal year that begins after November
15, 2007, although earlier adoption is permitted. Management has not determined
the effect that adopting this statement would have on the Company' s financial
condition or results of operation.




In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 158, " Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R)" (hereinafter " SFAS No. 158" ). This statement
requires an employer to recognize the over funded or under funded statues of a
defined benefit postretirement plan (other than a multi-employer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not for profit organization. This statement also requires an employer to
measure the funded status of a plan as of the date of its year end statement of
financial position, with limited exceptions. The Company does not expect the
adoption of SFAS No. 158 to have a significant material immediate effect on its
financial position or results of operations.




Critical
accounting policies and estimates




Management
has reviewed the financial statement disclosures for the list of the most
important accounting policies that the Company has. Management feels that the
accounting policies that are estimate based, fair value, and revenue recognition
are the most important accounting policies that the Company has.




ITEM 3. CONTROLS AND
PROCEDURES.




Under the
supervision and with the participation of our management, including the
Principal Executive Officer and Principal Financial Officer, we have evaluated
the effectiveness of our disclosure controls and procedures as required by
Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.
Based on that evaluation, the Principal Executive Officer and Principal
Financial Officer have concluded that these disclosure controls and procedures
are effective. There were no changes in our internal control over financial
reporting during the quarter ended May 31, 2007 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.






PART
II. OTHER INFORMATION






ITEM
4. CHANGES IN SECURITIES AND USE OF PROCEEDS.




On August
31, 2005, the Securities and Exchange Commission declared our Form SB-2
Registration Statement effective, file number 333-120689, permitting us to offer
up to 12,500,000 shares of common stock at $0.10 per share. There is no
underwriter involved in our public offering. On May 25, 2006, we completed our
public offering by selling 77,250,000 shares at $0.001 per share, totaling
$77,250. Some of the proceeds have been used to implement our business plan
during the period ended November 30, 2007. Proceeds were used as follows: legal
- $17,295; accounting - $14,854; marketing - $7,500; office equipment - $10,125;
software - $10,000; purchase of delinquent accounts for collection - $13,000;
and, rent and office expense - $3,666.




In
November 2007, we issued 35,000,000 restricted Common shares to United in its
own right and as agents for Strategic and Sterling, or their assignees for the
30% interest in the Arctic Claim.




In
November, 2007, we cancelled 475,000,000 shares.




ITEM
5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




On June
22, 2007 our shareholders approved increasing our authorized shares of common
stock to 200,000,000; effecting a five-for-one forward stock split (pro-rata
increase) of our issued and outstanding shares of common stock; and, amending
our Articles of Incorporation to create a class of blank check preferred stock
with 20,000,000 shares authorized. Under the forward stock split, each one share
of the our common stock will be converted automatically into five shares of
common stock. The effective date of the forward stock split was July 23, 2007.
The accompanying financial statements and notes reflect the split as if it had
occurred at the earliest period presented. 5,000,000 shares owned by Scott
McDowell approved the action. The action was taken without a meeting of
shareholders pursuant to applicable Nevada law.




On
November 27, 2007 Arctic increased its authorized capital to 500,000,000 of par
value $0.0001 per share.




ITEM 6. EXHIBITS.




The
following documents are included herein:




Exhibit
      No.
              
              Document
      Description31.1
              
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and
      Exchange Act of 1934, as amended.32.1
              
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
      Financial Officer).
  4




SIGNATURES
  In
accordance with Section 13 or 15(d) of the Securities and Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 1st day of October,
2009.






PLACER GOLD CORP.By:
              PETER J. STERLINPeter J. Sterling,President, Principal Executive Officer, Treasurer, Principal
      Financial Officer, Principal Accounting Officer and a member of the Board
      of Directors






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