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 MAY 31, 2009










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 May
31, 2009 the Company had 365,500,000 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
SHEET


May

                2009

                  (unaudited)
            
            
            February

                2009

                  (unaudited)ASSETSCURRENT
      ASSETSCash
            
            
            973.32
            
            
            
            4,540.06Total
      Current Assets
            
            
            973.32
            
            
            
            4,540.06FIXED
      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
            
            $
            973.32
            
            
            $
            4,540.06LIABILITIES
      AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
            
            
            34,170.00
            
            
            
            34,170.00Accounts
      payable - related party
            
            
            242,006.70
            
            
            
            226,538.93Loans
      from shareholders
            
            
            154,276.41
            
            
            
            105,085.72Total
      Current Liabilities
            
            
            430,453.11
            
            
            
            365,794.65STOCKHOLDERS'
      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
            
            
            (506,829.79
            )
            
            
            (438,604.59
            )Total
      Stockholders' Equity (Deficit)
            
            
            (429,479.79
            )
            
            
            (361,254.59
            )TOTAL
      LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
            
            $
            973.32
            
            
            $
            4,540.06





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




F-1


PLACER
GOLD CORP.


(A
Development Stage Enterprise) STATEMENT
OF OPERATIONS


Nine Months

                Ended

                  May

                    31, 2009

                      (unaudited)
            
            
            Nine Months

                Ended

                  May

                    31, 2008

                      (unaudited)
            
            
            Six Months

                Ended

                  February

                    28, 2009

                      (unaudited)
            
            
            Six Months

                Ended

                  February

                    28, 2008

                      (unaudited)
            
            
            23, 2004

                (inception)

                  May

                    31, 2009

                      (unaudited)REVENUES
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0EXPENSESOffice
            
            
            6,435
            
            
            
            85
            
            
            
            4,196
            
            
            
            85
            
            
            
            21,019Telephone
            
            
            984
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            984Postage
            
            
            429
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            429Professional
      fees
            
            
            181,300
            
            
            
            141,600
            
            
            
            121,000
            
            
            
            21,600
            
            
            
            469,363Bank
      charges
            
            
            3,208
            
            
            
            0
            
            
            
            1,736
            
            
            
            0
            
            
            
            3,208Travel
            
            
            9,359
            
            
            
            0
            
            
            
            9,042
            
            
            
            0
            
            
            
            9,359Entertainment
            
            
            505
            
            
            
            0
            
            
            
            346
            
            
            
            0
            
            
            
            505Licenses
      and fees
            
            
            3,611
            
            
            
            0
            
            
            
            1,287
            
            
            
            0
            
            
            
            3,611Marketing
            
            
            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
            
            
            215,290
            
            
            
            122,380
            
            
            
            147,065
            
            
            
            2,380
            
            
            
            506,830LOSS
      FROM OPERATIONS
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (147,065
            )
            
            
            (2,380
            )
            
            
            (506,830
            )LOSS
      BEFORE INCOME TAXES
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (147,065
            )
            
            
            (2,380
            )
            
            
            (506,830
            )INCOME
      TAXES
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0NET
      LOSS
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (147,065
            )
            
            
            (2,380
            )
            
            
            (506,830
            )NET
      LOSS PER COMMON SHARE,BASIC
      AND DILUTED
            
            nil
            
            
            nil
            
            
            nil
            
            
            nil
            
            
            nilWEIGHTED
      AVERAGE NUMBER OFCOMMON
      STOCK SHARES OUTSTANDINGBASIC
      AND DILUTED
            
            
            365,500,000
            
            
            
            137,250,000
            
            
            
            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 FLOW




Nine Months

                Ended

                  May

                    31, 2009

                      (unaudited)
            
            
            Nine Months

                Ended

                  May

                    31, 2008

                      (unaudited)
            
            
            Six Months

                Ended

                  February

                    28, 2009

                      (unaudited)
            
            
            Six Months

                Ended

                  February

                    28, 2008

                      (unaudited)
            
            
            23, 2004

                (inception)

                  May

                    31, 2009

                      (unaudited)CASH
      FLOWS FROM OPERATINGACTIVITIESNet
      loss
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (147,065
            )
            
            
            (2,380
            )
            
            
            (506,830
            )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
            
            
            (215,290
            )
            
            
            (122,380
            )
            
            
            (147,065
            )
            
            
            (2,380
            )
            
            
            (464,552
            )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
            
            
            181000
            
            
            
            60,000
            
            
            
            121,000
            
            
            
            60,000
            
            
            
            469,063Net
      cash used by financing activities.
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            77,350Change
      in cash
            
            
            (34,290
            )
            
            
            (62,380
            )
            
            
            (26,065
            )
            
            
            57,620
            
            
            
            65,645Cash,
      beginning of period
            
            $
            4,300
            
            
            $
            70
            
            
            $
            6,247
            
            
            $
            70
            
            
            $
            0Cash,
      end of period
            
            $
            974
            
            
            $
            240
            
            
            $
            4,300
            
            
            $
            70
            
            
            $
            4,300SUPPLEMENTAL
      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


MAY
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 Nevada  as Bulldog Financial Inc., 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 The Company is in the development stage and as of MAY 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 throughMAY 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


May
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 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 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:




May
      31,
            
            
            February
      28,2009
            
            
            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 issue 500,000,000 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


May
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 split was 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 approximately 438,515, 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 at February 28, 2008. The
significant components of the deferred tax asset at November 30,2008, and
February 28, 2009 were as follows:




At
February 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 May 31, 2009, is approximately
$26,270.




May
            
            
            February2009
            
            
            2009Net
      operating loss carry forward:
            
            
            506,830
            
            
            
            438,515Deferred
      tax asset
            
            
            172,322
            
            
            
            149,095Deferred
      tax asset valuation allowance
            
            
            -172,322
            
            
            
            -149,095Net
      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.




4





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.




5





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 sufficient capital to 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 price and cost increases in services and
products.




6





We have
no assurance that future oil and gas exploration-development financing 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 May 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 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 $34,170 represented by liabilities as of May 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.




7





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 of
November 30, 2008 our 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.




8





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).


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. STERLINGPeter J. Sterling,Title President,
      Principal Executive Officer, Treasurer, Principal Financial Officer,
      Principal Accounting Officer and a member of the Board of
    Directors


9